Exhibit 10(l)
SERVICES AGREEMENT
Services Agreement (the "Agreement"), dated February 26, 2002, between
Cybex International, Inc. ("Cybex"), a New York corporation and UM Holdings
Ltd., ("UM Holdings"), a New Jersey corporation.
WHEREAS, Xxxxxx X. Xxxxx, Xx. (the "Shared Employee") is a certified public
accountant licensed in Pennsylvania.
WHEREAS, the Shared Employee currently serves as Vice President and Chief
Financial Officer of UM Holdings;
WHEREAS, Cybex wishes to retain the services of the Shared Employee to
serve as its Acting Chief Financial Officer to perform the functions and duties
of such office, in a high-quality, cost effective manner;
WHEREAS, given its investment in Cybex, UM Holdings believes it to be in
its best interest to assist Cybex in its above stated wishes; and
NOW THEREFORE, for good and valuable consideration, the parties, intending
to be legally bound, agree as follows:
1. Term. The initial term of this Agreement shall commence on February
26, 2002 and expire on December 31, 2002 (the "Initial Term"). After
the expiration of the Initial Term, this Agreement shall renew for
successive one (1) year periods (the "Renewal Terms") unless and until
cancelled in accordance with the provisions hereof.
2. Services. During the Initial Term and any and all Renewal Terms
(hereinafter referred to as the "Term"), the Shared Employee shall
remain as an employee of UM Holdings. It is expected that the Shared
Employee will expend approximately seventy percent (70%), but any
event not less than fifty percent (50%), of his time performing duties
hereunder.
3. Fees. (a) As full compensation for the services to be provided
hereunder, Cybex shall pay to UM Holdings fees at the rate of $120,000
per annum, payable in equal monthly installments, for so long as this
Agreement remains in effect. Cybex will also be responsible for
expenses as provided in paragraph 4 below.
(b) The Shared Employee shall in no event be deemed to be an employee
or independent contractor of Cybex, and UM Holdings will remain
responsible for the compensation, benefits and related payroll taxes
and withholding for the Shared Employee.
4. Conditions.
A. During the Term, the Shared Employee shall receive a salary
from UM Holdings, including benefits; such salary and
benefits shall be reviewed from time to time and adjusted by
UM Holdings in its sole discretion.
B. During the Term, all approved training, seminar or other
costs incurred by the Shared Employee: (i) for the sole
benefit of Cybex shall be borne by Cybex; (ii) for the sole
benefit of UM Holdings shall be borne by UM Holdings; and
(iii) for the mutual benefit of Cybex and UM Holdings shall
be split evenly between Cybex and UM Holdings.
Notwithstanding this paragraph, should Shared Employee incur
costs at the specific request of either Cybex or UM
Holdings, then regardless of the benefits received by either
entity, the requesting entity shall bear any and all
resultant costs.
C. Cybex shall be responsible for all of the expenses incurred
by the Shared Employee for the benefit of Cybex only to the
extent such expenses would have been reimbursed by Cybex
through its normal approval process.
5. Confidentiality. The Shared Employee shall keep strictly confidential
all information concerning Cybex or any of the business or activities
of Cybex, and during the Term of the Agreement shall perform his
duties so as to respect the principles and intent of the respective
codes of conduct and ethics of Cybex and UM Holdings, and the Shared
Employee will sign such instruments with respect thereto the terms of
which shall be reasonably negotiated by the respective parties.
6. Termination. Cybex or UM Holdings may terminate this Agreement at any
time during the Term on one (1) month written notice, provided,
however, that this Agreement may
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be terminated on less than one (1) month written notice on terms that
are mutually acceptable to Cybex and UM Holdings. In the event of
termination, Cybex shall promptly pay to UM Holdings all amounts due
and owing under the term of this Agreement up to and including the
date of termination.
7. Notices. Any notice made under this Agreement shall be deemed given to
the other party if in writing and personally delivered; sent by
registered mail; or sent by facsimile transmission; addressed as
follows:
If to Cybex:
Cybex International, Inc.
Attention: Xxxxx Xxxxx
00 Xxxxxxx Xxxxx
Xxxxxx, XX 00000
(000) 000-0000 (fax)
If to UM Holdings:
UM Holdings Ltd.
Attention: Xxxxxx Xxxxxx, General Counsel
00 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
(000) 000-0000 (fax)
8. Responsibilities. UM Holdings' responsibilities under this Agreement
is to use normal business efforts to cause the Shared Employee to
render the services called for hereunder in a manner reasonably
satisfactory to Cybex. No party shall be liable or held accountable
for any mistakes of fact or law or for any loss or damage to the other
party arising or resulting therefrom or for errors of judgment, or
otherwise for any acts or omissions, so long as it acts in good faith
and with reasonable diligence.
9. Legal Relationship. It is not the intention of the parties that this
Agreement or the operation thereof shall create a legal relationship
between them which could be construed as agency, partnership or joint
venture.
10. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to the subject matter of this
Agreement and there are no representations or
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warranties, express or implied statutory or otherwise and no
agreements collateral to this Agreement other than expressly set forth
or referred to herein.
11. Further Acts. Each of the parties will, at the reasonable request of
the other, take such steps or provide such further assistance as may
be required to enable the due performance of the terms and conditions
of the Agreement.
12. Applicable Law. This Agreement shall be construed, interpreted and
applied in the Courts and according to the laws of the State of New
Jersey.
IN WITNESS WHEREOF, Cybex and UM Holdings have caused this Agreement to be
executed as of the date first written above by their respective officers
thereunto duly authorized.
CYBEX INTERNATIONAL, INC.
/s/ Xxxx Xxxxxxxxx
-------------------
Name: Xxxx Xxxxxxxxx
Title: Chairman and CEO
UM HOLDINGS LTD.
/s/ Jordan X. Xxxxxx
--------------------
Name: Jordan X. Xxxxxx
Title: Vice President and General
Counsel
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