Exhibit 10(ss)
TRANSITION AGREEMENT
This TRANSACTION AGREEMENT (this "Agreement") is entered into as of
December 31, 1997, by and among Base Ten Systems, Inc., a New Jersey
corporation ("Seller") and Strategic Technology Systems, Inc., a Nevada
corporation ("Buyer").
RECITALS
A. Buyer and Seller entered into an Asset Purchase Agreement, dated
of the date hereof (the "Purchase Agreement") pursuant to which Seller agreed
to sell to Buyer certain assets of Seller (the "Purchased Assets").
B. In connection with the transfer of the Purchased Assets, Buyer
and Seller desire that Buyer and certain employees of Buyer perform certain
services for Seller during the term of this Agreement.
C. Any capitalized terms used but not defined herein shall have the
meaning given to such terms in the Purchase Agreement.
NOW, THEREFORE, in consideration of the premises, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Administrative and Other Services. For a period of three months
from the Closing Date (the "Transition Period"). Buyer shall provide Seller
with the following services (collectively, the "Transition Services"):
(a) Accounting;
(b) Personnel and other human resource services;
(c) Security;
(d) Shipping and receivables; and
(e) Purchasing.
Such services shall be provided by the employees listed on Schedule
1 attached hereto in a substantially similar manner as such services are
currently being provided by such employees as of the period preceding the
execution of this Agreement.
In addition to providing Seller with the Transaction Services, Buyer
shall afford Seller with the use of and excess to the items listed on
Schedule 2 hereto during the Transition Period.
2. Consideration. As consideration for Buyer providing Seller with
the Transition Services and the use of and access to the items listed on
Schedule 2, Seller shall pay to Buyer the consideration described on Schedule
3 hereto.
3. 401-K Plan. The 401-K account of all Government Division
Employees shall be transferred to a 401-K plan of Buyer as promptly as
possible pursuant to applicable law and Seller's 401-K plan.
4. Miscellaneous
(a) Assignment. The parties to this Agreement may not assign their
rights or obligations under this Agreement without the prior written consent
of all other parties to this Agreement.
(b) Notices. All notices, requests, demands and other
communications which are required or may be given under this Agreement shall
be in writing and shall be deemed to have been duly given: (i) upon receipt
if personally delivered; (ii) when transmitted with confirmation of
transmission if transmitted by telecopy of facsimile; (iii) the day after it
is sent, if sent for next day delivery to a domestic address by recognized
overnight courier service; and (iv) upon receipt, if sent by certified or
registered mail, return receipt requested. In each case notice shall be sent:
If to Buyer to:
Strategic Technology Systems, Inc.
Xxx Xxxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Attn: Chief Executive Officer
with a copy to:
Xxxxx Xxxxxxx
00 Xxxxxxxx, Xxx 0000
Xxx Xxxx, Xxx Xxxx 0000
If to a Seller, to:
Base Ten Systems, Inc.
Xxx Xxxxxxxxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Attn: Chief Executive Officer
2
with a copy to:
Battle Xxxxxx LLP
Park Avenue Tower
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxxxxx, Esq.
or to such other place and with such other copies as either party may
designate as to itself by written notice to the others.
(c) Choice of Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey applicable
to agreements to be performed therein.
(d) Entire Agreement; Amendments and Waivers. This Agreement,
together with all exhibits and schedules hereto, constitutes the entire
agreement among the parties pertaining to the subject matter hereof and
supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written, of the parties. No supplement,
modification or waiver of this Agreement shall be binding unless executed in
writing by the party to be bound thereby. No waiver of any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of any other
provision hereof (whether or not similar), nor shall such waiver constitute a
continuing waiver unless otherwise expressly provided.
(e) Multiple Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
(f) Invalidity. In the event that any one or more of the
provisions contained in this Agreement or in any other instrument referred to
herein, shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, then to the maximum extent permitted by law,
such invalidity, illegality or unenforceability shall not affect any other
provision of this Agreement or any other such instrument.
(g) Titles. The titles, captions or headings of the Sections
herein are inserted for convenience of reference only and are not intended to
be a part of this Agreement.
(h) Successors and Assigns. This Agreement shall be binding upon
and shall inure to the benefit of, the parties hereto and their respective
successors and assigns.
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IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by each of the parties hereto as of the date first above written.
BASE TEN SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President and Chief
Executive Officer
STRATEGIC TECHNOLOGY SYSTEMS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President and Chief
Executive Officer
