Exhibit 10.2
On September 29, 1998, the Board of Directors of Xxxxxx Electronics, Inc.,
approved, subject to certain conditions, termination of the Service and
Management Agreement dated December 18, 1990 by and among RicheyImpact
Electronics, Inc., Palisades Associates, Inc. and Xxxxxxxx Capital Group, Inc.,
as assumed and amended pursuant to the Agreement to Assume and Amend the Service
and Management Agreement among Brajdas Corporation, Palisades Associates, Inc.
and Xxxxxxxx Capital Group, Inc. dated as of April 6, and as modified pursuant
to the Modification Agreement among the Xxxxxx Electronics, Inc, Palisades
Associates, Inc. and Xxxxxxxx Capital Group, Inc. dated as of January 2, 1995,
and the Modification Agreement by and between Xxxxxx Electronics, Inc. and
Palisades Associates, Inc. dated as of February 21, 1995, and the acceleration
of all remaining payments thereunder to the date of termination.
This arrangement is not set forth in any formal document but is summarized
in the minutes of the September 29, 1998 meeting of the Board of Directors,
which in relevant part provides:
The Board then discussed the termination of the
Corporation's service contract with Palisades Associates,
Inc. Xxxxxxxxx, after full discussion and upon motion made
by Xx. Xxxxxxxxxx and seconded by Xx. Xxxxxxxxx, the
following resolution was unanimously adopted, Xx. Xxxxxxxxx
abstaining, pursuant to a roll call taken by Xx. Xxxxxx:
RESOLVED, that the Board of Directors hereby approves,
subject to the execution and delivery of the Merger
Agreement and the Corporation's stockholders' approval of
the transactions contemplated thereby, the termination of
the Service and Management Agreement between Palisades
Associates, Inc., Xxxxxxxx Capital Group, Inc. and RI
Acquisition Corp., dated as of December 18, 1990, as assumed
by the Corporation and amended, and the acceleration of all
remaining payments thereunder to the date of termination.
