INTERCOMPANY SERVICES AGREEMENT
This Intercompany Services Agreement ("Agreement"), dated as of ______
__, 2000, by and among Research Partners International, Inc., a Delaware
corporation ("RPII"), Shochet Holding Corp., a Delaware corporation ("Shochet
Holding") and Shochet Securities, Inc., a Florida corporation ("Shochet
Securities" and together with Shochet Holding, "Shochet").
WHEREAS, Shochet Holding, through its wholly-owned subsidiary Shochet
Securities, offers, full service discount brokerage, telephonically, in-person
and through the Internet ("Shochet Business").
WHEREAS, in November 1999, RPII exchanged all of its shares of Shochet
Securities, which constituted all of the outstanding capital stock of Shochet
Securities, to Shochet Holding in exchange for 1,200,000 shares of the common
stock of Shochet Holding, then constituting all of the outstanding capital stock
of Shochet Holding.
WHEREAS, upon consummation of the intended public offering of Shochet
Holding, RPII will maintain its majority ownership position in Shochet Holding,
which in turn will continue to own all of the outstanding common stock of
Shochet Securities.
WHEREAS, RPII, through its other operating subsidiaries, GKN Securities
Corp., Research Partners International, AG, Dalewood Associates, Inc. and
XxxxxXxxxXxxxxxx.xxx Inc., provides institutional investment banking, securities
brokerage, trading services and merchant banking and engages in certain of such
businesses, telephonically, in person and/or through the Internet.
WHEREAS, RPII has been providing certain services to Shochet directly
or indirectly through its other operating subsidiaries.
WHEREAS, Shochet desires RPII to continue to provide certain services
to Shochet and Shochet agrees to provide certain services to RPII, all on a cost
reimbursement basis in accordance with the terms of this Agreement.
WHEREAS, RPII agrees to continue to provide certain services to Shochet
and desires Shochet to provide certain services to RPII, all on a cost
reimbursement basis in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual premises contained
herein, the parties to this Agreement agree as follows:
1. Services by RPII. As reasonably requested by Shochet, RPII will
provide services to Shochet in connection with the operation of Shochet's
business, including rendering services regarding: accounting and bookkeeping,
financial planning and financial reporting, internal audit, records management,
payroll management, purchasing assistance, regulatory compliance, human
resources management, tax reporting and tax filing, financial analysis and
office services. Services may be provided by RPII or any of its affiliates, as
determined by RPII. In addition, Shochet will be permitted to use office space
of RPII at Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx as mutually agreed upon by
RPII and Shochet.
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2. Reimbursement by Shochet. As compensation for RPII's services,
Shochet will pay to RPII its direct and reasonable costs related to performing
such services. The office space of RPII used by Shochet will be compensated for
on the basis of allocable square footage used by Shochet at the rate RPII is
required to pay under its lease. This obligation will extend to reimbursement
for the cost of services performed prior to the effective date of this Agreement
which have been accrued, but not paid. All invoices will be due and payable
within 10 days of receipt. RPII, unless otherwise agreed, will not be obligated
to advance funds for the costs or expenses of Shochet's operations or
obligations.
3. Services by Shochet. Shochet will provide services to RPII within
Shochet's then ordinary scope of business, from time to time, as requested by
RPII.
4. Reimbursement by RPII. In compensation for Shochet's services, RPII
will pay to Shochet its direct and reasonable costs related to performing such
services including all of its overhead and related expenses attributable to
performing the services. All invoices will be due and payable within 10 days of
receipt. Shochet, unless otherwise agreed, will not be obligated to advance
funds for the costs or expenses of RPII operations or obligations.
5. Third-Party Services for Shochet. As reasonably requested by
Shochet, using commercially reasonable efforts, RPII will arrange for
independent third-parties to provide certain of the services referenced in
section 1 above to Shochet. Third-party services may include, but not be limited
to, suppliers of goods and services, bank services, clearing services, warehouse
charges for centralized records storage, delivery charges, and tax preparation
and payment. The costs that are incurred by RPII to third-party suppliers of
services or products on behalf of Shochet will be reimbursed promptly (at actual
cost) by Shochet or, if directed by RPII, will be paid directly to the
third-party suppliers. RPII will submit to Shochet all bills or other supporting
documentation relating to third-party suppliers. To the extent third-party
services are incurred for the benefit of all affiliates of RPII, these costs
will be reimbursed by Shochet on an allocated basis, provided that the
allocation will be applied consistently among all the affiliates based on the
use of the services supplied by the third-party.
6. Standard of Care. RPII and Shochet will provide the services
described herein during the term of this Agreement in accordance with the terms
and conditions set forth herein. Each of RPII and Shochet will perform its
responsibilities hereunder in a diligent, careful and vigilant manner. The
services are to be of a scope and quality not less than those generally
performed by the RPII or Shochet employees for the benefit of their respective
employers. Each of RPII and Shochet will make available to the other the full
benefit of the judgement, experience and advice of the employees performing
services for the other.
7. Personnel. In performances of the services hereunder, each of RPII
and Shochet may use their personnel or the personnel of their affiliates as may
be necessary to perform the obligations required by this Agreement at their
expense. The cost of the services performed by such employee, however, shall be
reimbursed by the party on whose behalf the services were performed in
accordance with Sections 2 or 4 hereof, as the case may be.
8. Term. The term of this Agreement will commence on the date the
registration statement filed by Shochet Holding with the Securities and Exchange
Commission ("SEC") is declared effective by the SEC and will end on the earlier
of (i) the date that RPII no longer owns 50% of the outstanding capital stock of
Shochet Holding having the right to cast a majority of the votes
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entitled to vote on all matters on which the holders of the common stock of
Shochet Holding are entitled to vote, or (ii) the third anniversary of the date
of this Agreement.
Shochet Holding will have the right to terminate this
Agreement immediately: (i) if RPII is in material breach of any of its
obligations hereunder, which breach is not cured within 20 days of receipt of
written notice from Shochet Holding of the breach, (ii) if RPII is the subject
of a voluntary petition in bankruptcy or any voluntary proceeding relating to
insolvency, receivership, liquidation, or composition for the benefit of
creditors, if such petition or proceeding is not dismissed within 60 days of
filing, or becomes the subject of any involuntary petition in bankruptcy or any
involuntary proceeding relating to insolvency, receivership, liquidation, or
composition for the benefit of creditors, if such petition or proceeding is not
dismissed within 60 days of filing, (iii) if the business of RPII is liquidated
or otherwise terminated for insolvency or any other basis, or (iv) if RPII
becomes insolvent or unable to pay its debts as they mature or makes an
assignment for the benefit of its creditors.
RPII will have the right to terminate this Agreement
immediately: (i) if either of Shochet Holding or Shochet Securities is in
material breach of any of its obligations hereunder, which breach is not cured
within 20 days of receipt of written notice from RPII of the breach, (ii) if
either of Shochet Holding or Shochet Securities is the subject of a voluntary
petition in bankruptcy or any voluntary proceeding relating to insolvency,
receivership, liquidation, or composition for the benefit of creditors, if such
petition or proceeding is not dismissed within 60 days of filing, or becomes the
subject of any involuntary petition in bankruptcy or any involuntary proceeding
relating to insolvency, receivership, liquidation, or composition for the
benefit of creditors, if such petition or proceeding is not dismissed within 60
days of filing, (iii) if the business of either Shochet Holding or Shochet
Securities is liquidated or otherwise terminated for insolvency or any other
basis, or (iv) if either of Shochet Holding or Shochet Securities becomes
insolvent or unable to pay its debts as they mature or makes an assignment for
the benefit of its creditors.
Either RPII or Shochet Holding may terminate this Agreement
upon not less than 60 days notice to the other, which notice will state the date
on which termination will be effective, provided notice of termination given by
Shochet Holding shall be approved by a majority of its directors who are not
employees, directors or officers of RPII.
No exercise by a party of its right to terminate this
Agreement will limit its remedies by reason of the other party's default, the
party's right to exercise any other rights under this section or any of that
party's other rights.
9. Directors and Officers Duties. Nothing in this Agreement will limit
or restrict the right of any of the RPII directors, officers or employees to
engage in any other business or devote their time and attention in part to the
management or other aspects of any other business, whether of a similar nature,
or to limit or restrict the right of RPII to engage in any other business or to
render services of any kind to any corporation, firm, individual, trust or
association.
10. Independent Contractors. Each of RPII and Shochet is an independent
contractor and when its employees act under the terms of this Agreement, they
will be deemed at all times to be under the supervision and responsibility of
their employer; and no person employed by RPII or Shochet and acting under the
terms of this Agreement will be deemed to be acting as agent or employee of the
other for any purpose whatsoever.
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11. Other Agreements. From time to time one party may find it necessary
or desirable either to enter into agreements covering services of the type
contemplated by this Agreement to be provided by persons other than RPII or
Shochet, as the case may be. Nothing in this Agreement will be deemed to limit
in any way the right of RPII or Shochet to acquire services from others or to
enter into other agreements.
12. No Waiver. No failure or delay on the part of any party in
exercising any right, power or privilege hereunder will operate as a waiver
thereof, nor will any single or partial exercise thereof preclude any other or
future exercise thereof or the exercise of any other right, power or privilege.
13. Successors and Assigns. This Agreement will inure to the benefit
of, and be binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto, provided however, that neither party may
assign its rights or obligations hereunder without the consent of the other
party hereto, except that RPII may assign its rights and obligations hereunder
to any affiliate of RPII other than Shochet Holding or Shochet Securities
without obtaining the consent of Shochet Holding. Any assignment will not
relieve RPII of its rights or obligations hereunder.
14. Amendments. Any amendment, supplement or modification of or to any
provision of this Agreement, any waiver of any provision of this Agreement, and
any consent to any departure from the terms of any provisions to this Agreement
will be made in writing, signed by the parties hereto, and will be effective
only (a) in the specific instance and for the specific purpose for which it is
made or given; and (b) if approved by a majority of the directors of Shochet who
are not affiliated with RPII.
15. Notices. Unless otherwise specifically provided, all notices,
demands, statements and communications required hereunder will be in writing and
will be sent by registered or certified mail, if intended for RPII addressed
thereto at
Research Partners International, Inc.
Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxx X. Xxxxxxxxxx, Chief Executive Officer
and if intended for Shochet addressed thereto at
Shochet Holding Corp.
0000 Xxxx Xxxxxxxxxx Xxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxx, Chief Executive Officer
16. Captions. The captions of this Agreement are inserted only for the
purpose of convenient reference and do not define, limit or prescribe the scope
or intent of this Agreement or any part hereof.
17. Governing Law. This Agreement will be governed by, and construed
under, the laws of the State of New York without regard to the principles of
conflicts of law thereof.
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18. Severability. In case any one or more of the provisions contained
in this Agreement should be invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.
19. Entire Agreement. This Agreement integrates all the terms and
conditions mentioned herein or incidental hereto and supersedes all oral
negotiations and prior writings in respect to the subject matter hereof. In the
event of any conflict between the terms, conditions and provisions of this
Agreement and any other agreement, document or instrument to which the parties
hereto are bound, the terms, conditions and provisions of this Agreement shall
prevail.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and year first above written.
SHOCHET HOLDING CORP.
By: ____________________________________
Name: Xxxxx X. Xxxxxxxxx
Title: Chief Executive Officer
SHOCHET SECURITIES, INC.
By: _____________________________________
Name: Xxxxx X. Xxxxxxxxx
Title: Chief Executive Officer
RESEARCH PARTNERS INTERNATIONAL, INC.
By: _____________________________________
Name: Xxxx X. Xxxxxxxxxx
Title: President and Chief Executive Officer
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