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EXHIBIT 10(i)(a)(15)
MANAGEMENT AGREEMENT
THIS AGREEMENT ("Management Agreement") is made this 7th day of July,
1997 by and between MASTER MOLDERS, INC., a South Carolina corporation (the
"Company") and UNITED XXXXXXX CORPORATION, a Colorado Corporation and its wholly
owned subsidiary, such subsidiary to be designated later, ("USC").
WHEREAS, the Company and USC have entered into an agreement of merger
("Merger Agreement") of even date herewith whereby the Company will merge into
and with the USC subsidiary; and
WHEREAS, the Merger Agreement provides that the Company and USC will
enter into an agreement for management of the Company by USC from the date of
execution of the Merger Agreement through the Closing Date provided for in the
Merger Agreement; and
WHEREAS, the parties desire to set forth their understandings as to
their rights and duties with respect to the operations and management of the
Company during the term of this Management Agreement.
NOW THEREFORE, in consideration of entering into the Merger Agreement
and for the mutual promises contained herein, the parties agree as follows:
ARTICLE I
OPERATIONS OF THE COMPANY
1.1 DAY TO DAY OPERATIONS/IN GENERAL. During the term of this
Management Agreement, the Company's management shall conduct the day to day
operations of the Company in accordance with past practices, in a manner which
is in the best interest of the Company, and with the degree of skill and care
necessary to meet the fiduciary obligations of officers as prescribed by the law
of the State of South Carolina.
1.2 USC AUTHORIZATION. Notwithstanding paragraph 1.1, it is the
parties' understanding and intention that USC shall have management control and
final authority over all transactions contained in Exhibit A. Therefore, the
Company shall not cause or allow to be caused any transaction listed in Exhibit
A prior to notifying USC and obtaining written authorization from USC to
complete the proposed transaction.
1.3 NOTIFICATION OF SIGNIFICANT EVENTS. The Company shall promptly
notify USC of all events listed in Exhibit B of which any of its directors,
officers, employees or agents have knowledge.
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ARTICLE 2
FINANCIAL INFORMATION
2.1 FINANCIAL INFORMATION. Company management shall prepare, or cause
to be prepared, monthly financial statements, prepared in accordance with the
Company's method of accounting, showing a detailed statement of earnings and
expenses for the month, and submit such financial information to USC by the 15th
day of the following month.
2.2 INTERIM FINANCIAL STATEMENTS. At USC's request, Company management
shall retain USC's outside accounting firm to audit the Company and prepare
interim financial statements as of a date specified by USC, including a balance
sheet and related statements of income in accordance with generally accepted
accounting principles. The cost of such audit shall be borne by USC.
ARTICLE 3
TERMINATION PROVISIONS
3.1 TERMINATION. This Management Agreement shall terminate upon the
earliest of:
a. Termination of the Merger Agreement;
b. The Closing Date as specified in the Merger
Agreement;
c. The written agreement of both parties;
d. At the option of USC, upon breach of any of the terms
or conditions of this Management Agreement by the
Company.
3.2 REMEDIES UPON BREACH. In the event of a breach by the Company of
the terms of this Management Agreement, USC may, in its sole discretion,
terminate this Management Agreement and the Merger Agreement upon 5 days notice
to the Company. Further, USC shall be entitled, if it shall so elect, to
institute legal proceedings to obtain damages for any such breach, or to enforce
the specific performance of this Management Agreement by the Company and to
enjoin the Company from any further violation of this Management Agreement, and
to exercise such remedies cumulatively or in conjunction with all other rights
and remedies provided by law.
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ARTICLE IV
MISCELLANEOUS
4.1 POSTPONEMENT AND WAIVER. No failure or delay on the part of a party
in exercising a right or privilege under this Management Agreement shall operate
as a waiver thereof and a single or partial exercise of any right or privilege
shall not prevent further exercise of such right or privilege.
4.2 OHIO LAW. This Management Agreement shall be governed by, and
construed in accordance with, the laws of the state of Ohio.
4.3 TIME IS OF THE ESSENCE. This parties understand and agree that time
of the essence with respect to all obligations hereunder.
4.4 ENTIRE AGREEMENT. This Management Agreement constitutes the entire
agreement of the parties regarding management of the Company prior to the
Closing Date and all previous negotiations and oral understandings are hereby
merged into this agreement.
Signed this 7th day of August, 1997.
UNITED XXXXXXX CORPORATION
By: /s/ X.X. Xxxxx
_______________________________
MASTER MOLDERS, INC.
By: /s/ Xxxxxxx Xxxxxxx
_______________________________
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EXHIBIT A
TRANSACTIONS REQUIRING
PRIOR AUTHORIZATION FROM USC
1. Payment, accrual or declaration of any dividend.
2. Increase in officers' salaries or directors' fees or other compensation
or benefits for officers or directors.
3. Any cash outlay, whether an expense item or a capital improvement, and
whether one expenditure or group of related expenditures, in excess of
$10,000.00, other than inventory/raw materials or monthly contract labor
expenses.
4. Borrowing by the Company, other than short term accounts payable
incurred in the normal course of business.
5. Lending or other extension of credit by the Company, including employee
advances, other than accounts receivable incurred in the ordinary course of
business.
6. The disposition, acquisition, lease or pledge of any fixed asset.
7. The sale, pledge or other disposition of intellectual property.
8. An additional cash outlay for the cost of labor in excess of 15% from
the previous month.
9. Material changes to current equipment lease and real estate rental
agreements.
10. Material changes to current banking relationships.
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11. The hiring or firing of any officer or other key employee.
12. Entering into contracts, oral or written, other than in the ordinary
course of business, and any contract which obligates the Company for in excess
of $10,000.00.
13. Changes to Company employment policies, including employee benefits.
14. Changes to Articles, Code of Regulations or any other governing
documents of the Company.
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EXHIBIT B
EVENTS REQUIRING THE COMPANY TO NOTIFY USC
1. Any event in the market which might significantly change business
operations, including but not limited to, destruction of Company property by an
act of God, the loss of a major supplier or customer for any reason, changes in
source or substantial increase in raw materials for production, and changes to
local, state or federal laws or regulations significantly affecting the
Company's ability to conduct business.
2. Any suit or complaint filed against the Company, and any circumstance
which would foreseeably lead to a suit or complaint being filed against the
Company.
3. Any notice of audit, deficiency, or request for significant information
by any federal or state regulatory agency, including but not limited to the IRS,
DOL, OSHA and the EPA.
4. Any material work stoppage, labor or employment dispute.
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