EXHIBIT 10.2
FORM OF
SERVICES AGREEMENT
THIS AGREEMENT is made as of May __, 2000, by and between Great Lakes
Chemical Corporation, a Delaware corporation ("GLC"), and OSCA, Inc., a Delaware
corporation ("OSCA") (OSCA and GLC are at times referred to herein individually
as a "Party" and collectively as the "Parties").
WHEREAS, GLC and OSCA are parties to the Master Separation Agreement
(the "MSA") entered into in connection with the separation of OSCA from GLC (the
"Separation"), dated as of May __, 2000.
WHEREAS, prior to such Separation, GLC has heretofore provided certain
services to OSCA and in connection with such Separation, OSCA has requested from
GLC that certain Transitional Services (as hereinafter defined) continue
pursuant to this Agreement and GLC has agreed to provide these Transitional
Services on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained in this Agreement, GLC and OSCA mutually covenant and
agree as follows:
1. Definitions.
"Distribution" means the distribution of OSCA Common Stock by GLC in
one or more transactions occurring after the Initial Public Offering that
collectively have the effect that all shares of OSCA Common Stock held by GLC
are distributed to GLC stockholders.
"Distribution Date" means any date or dates, as the case may be,
determined by GLC, in its sole and absolute discretion, to be a date on which
shares of OSCA Common Stock held by GLC are distributed in connection with the
Distribution.
"Divestiture" means the divestiture, if one shall occur, of OSCA Common
Stock by GLC in on or more transactions occurring after the Initial Public
Offering, which may or may not include a Distribution.
"Divestiture Date" means any date or dates, as the case may be,
determined by GLC, in its sole and absolute discretion, to be a date on which
shares of OSCA Common Stock held by GLC are divested in connection with the
Divestiture.
"Effective Date" shall mean the date of the closing of the initial
public offering by OSCA of shares of OSCA common stock.
"Time Period" shall have the meaning set forth in Section 2(a)(i) of
this Agreement.
"Transitional Services" shall have the meaning set forth in Section
2(a)(i) of this Agreement.
2. Transitional Services.
(a) Services Provided.
(i) Upon the terms and subject to the conditions set forth in this
Agreement, GLC will provide to OSCA those administrative and support services
listed in Appendix A attached hereto (hereinafter referred to individually as a
"Transitional Service", and collectively as the "Transitional Services"), during
the time period for each Transitional Service set forth on Appendix A
(hereinafter referred to as the "Time Periods" for all of the Transitional
Services, and the "Time Period" for each Transitional Service).
(ii) GLC shall perform the Transitional Services exercising the same
degree of care as it exercises in performing the same or similar services for
its own account, with priority equal to that provided to its own businesses or
those of any of its affiliates, subsidiaries or divisions. Nothing in this
Agreement shall require GLC to favor OSCA over GLC's businesses or those of any
of its affiliates, subsidiaries or divisions.
(iii) In no event shall OSCA be entitled to any new service without the
prior written consent of GLC, which consent may be withheld by GLC for any or no
reason in its sole and absolute discretion. GLC shall not be required to provide
OSCA extraordinary levels that are above the ordinary levels which existed prior
to the Effective Date of Transitional Services, special studies, training, or
the like or the advantage of systems, equipment, facilities, training, or
improvements procured, obtained or made after the Effective Date by GLC.
(iv) In addition to being subject to the terms and conditions of this
Agreement for the provision of the Transitional Services, OSCA agrees that the
Transitional Services provided by third parties shall be subject to the terms
and conditions of any agreements between GLC and such third parties.
(b) Representatives. GLC and OSCA shall each nominate a representative
to act as the primary contact person for the provision of all of the
Transitional Services (collectively, the "Primary Coordinators"). The initial
Primary Coordinators shall be Xxxxxx Xxxxxxx for OSCA and Xxxxx Xxxxx for GLC.
The initial coordinators for each Party for each Transitional Service shall be
the individuals named in the description of such Transitional Service in
Appendix A (the "Service Coordinators"). Each Party shall advise the other Party
in writing of any change in the Primary
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Coordinators and any Service Coordinator. GLC and OSCA agree that all
communications relating to the provision of the Transitional Services shall be
directed to both the respective Service Coordinators and Primary Coordinators
for such Transitional Service.
(c) Personnel.
(i) In providing the Transitional Services, GLC, as it deems necessary
or appropriate in its sole discretion, may (A) use its personnel or that of its
affiliates, and (B) employ the services of third parties to the extent such
third party services are routinely utilized to provide similar services to other
GLC businesses or are reasonably necessary for the efficient performance of any
of the Transitional Services.
(ii) OSCA agrees that in the provision of the Transitional Services,
GLC shall be entitled to use a reasonable amount of the services of those former
employees of GLC, who will be employed by OSCA as a result of the initial public
offering of OSCA, which employees shall be made available by OSCA to GLC for
this purpose for consideration, to be agreed provided, that GLC's use of such
employees shall not unreasonably interfere with the duties of such employees for
OSCA.
(d) No Obligation to Continue to Use Transitional Services.
(i) OSCA shall have no obligation to continue to use any of the
Transitional Services and may delete any Transitional Service by providing to
GLC the written notice described in Section 2(d)(ii) below. If any Transitional
Service is terminated by OSCA, GLC shall have the option, in its sole and
absolute discretion, to discontinue any related Transitional Services by
providing written notice to OSCA.
(ii) For the purposes of this Section, unless otherwise specifically
set forth in Appendix A, written notice of the termination of a Transitional
Service must be provided by OSCA prior to the fifteenth (15th) day of a calendar
month with such notice to be effective as of the last day of the following
calendar month.
(iii) If any Transitional Service is terminated by OSCA as described
herein, such Transitional Service may be reinstated only with the mutual consent
of both GLC and OSCA.
(e) GLC Access. To the extent reasonably required for GLC's personnel
to perform the Transitional Services, OSCA shall provide GLC's personnel with
access to its equipment, office space, plants, and any other areas and equipment
necessary for the provision of the Transitional Services; provided, that such
access shall not unreasonably interfere with OSCA's conduct of its business.
(f) Compensation for Transitional Services.
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(i) Consideration. As consideration for the Transitional Services, OSCA
shall pay to GLC the amount specified for each Transitional Service as set forth
in Appendix A hereof. Upon the termination of any Transitional Service in
accordance with Section 2(d)(ii) above, the compensation to be paid under this
Section 2(f) shall be reduced by the amount specified for such terminated
Transitional Service.
(ii) Taxes.
(A) Income, Profits, and Capital Gains Taxes. GLC shall pay all
income taxes and taxes on capital gains, and related fines, penalties and
interest thereon assessed or levied against GLC by any government authority or
any political subdivision thereof or by the government of any other country
against GLC or GLC's subcontractors in respect of the Transitional Services
performed under this Agreement.
(B) Other Taxes. All other taxes (other than those specified in
Section 2(f)(ii)(A) above), assessed on the provision of Transitional Services
shall be paid by OSCA.
(iii) Invoicing and Payment. OSCA shall pay all undisputed amounts
contained in GLC's invoices within 30 days after receipt thereof (the "Payment
Due Date") less any amount OSCA is required by law to withhold or deduct. Such
payment shall not prejudice OSCA's right to subsequently dispute any part of an
invoice. In the event OSCA disputes an item billed, OSCA shall, within 15 days
of receipt of GLC's invoice, notify GLC in writing of the item in dispute,
specifying OSCA's complaint. OSCA may withhold payment of items in dispute
without interest until the dispute is resolved. The undisputed amount, however,
shall be paid without delay.
(g) Limitation of Liability and Warranty.
(i) In the absence of gross negligence or reckless or willful
misconduct on GLC's part, and whether or not it is negligent, GLC shall not be
liable for any claims, liabilities, damages, losses, costs, expenses (including,
but not limited to, settlements, judgments, court costs and reasonable
attorneys' fees), fines and penalties, arising out of any actual or alleged
injury, loss or damage of any nature whatsoever in providing or failing to
provide the Transitional Services to OSCA. Notwithstanding anything to the
contrary contained herein, in the event GLC commits an error with respect to or
incorrectly performs or fails to perform any Transitional Service, at OSCA's
request, GLC shall use reasonable efforts to correct such error, re-perform or
perform such Transitional Service; provided, that GLC shall have no obligation
to recreate any lost or destroyed data to the extent the same cannot be cured by
the re-performance of the Transitional Service in question.
(ii) GLC's liability for damages to OSCA for any cause whatsoever, and
regardless of the form of action, whether in contract or in tort, including
negligence, gross negligence or willful misconduct, shall be limited to the
payments made hereunder for the specified
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Transitional Service that allegedly caused the damage during the period in which
the alleged damage was incurred by OSCA. In no event shall GLC be liable for any
damages caused by OSCA's failure to perform OSCA's responsibilities hereunder.
GLC will not be liable to OSCA for any act or omission of any other entity
(other than due to a default by GLC in any agreement between GLC and such other
entity) furnishing any Transitional Service.
(iii) Notwithstanding anything to the contrary contained herein or at
law or in equity, neither party shall be liable to the other for punitive,
special, indirect, incidental or consequential damages (including, without
limitation, damages for loss of business profits, business interruption or any
other loss) arising from or relating to any claim made under this Agreement or
regarding the provision of or the failure to provide the Transitional Services.
3. Confidentiality.
(a) Obligation.
(i) In addition to any obligations of confidentiality pursuant to other
agreements between the Parties, without the prior written consent of the other
Party, each Party shall hold in confidence and not disclose to any third party
any confidential information received by it from the other Party during the
provision of the Transitional Services, including, without limitation,
information which is not related to the Transitional Services.
(ii) Each Party agrees that it shall only use the confidential
information received by it from the other Party in connection with the provision
or receipt of the Transitional Services, and for no other purpose whatsoever.
(iii) For the purposes of this Agreement, confidential information
shall not include information (A) which is or becomes part of the public domain
other than through breach of this Agreement or through the fault of the
receiving Party; (B) which is or becomes available to the receiving Party from a
source other than the disclosing Party, which source has no obligation of
confidentiality to the disclosing Party in respect thereof; (C) which is
required to be disclosed by law or governmental order; or (D) the disclosure of
which is mutually agreed to by the Parties.
(b) Effectiveness. The foregoing obligation of confidentiality shall be
in effect during the term of this Agreement and any extensions thereof and for a
period of five (5) years after the termination or expiration of this Agreement.
(c) Care and Inadvertent Disclosure. With respect to any confidential
information, each Party agrees as follows:
(i) it shall use the same degree of care in safeguarding said
information as it uses to safeguard its own information which must be held in
confidence; and
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(ii) upon the discovery of any inadvertent disclosure or unauthorized
use of said information, or upon obtaining notice of such a disclosure or use
from the other Party, it shall take all necessary actions to prevent any further
inadvertent disclosure or unauthorized use, and, subject to the provisions of
Section 2 above, such other Party shall be entitled to pursue any other remedy
which may be available to it.
4. Term And Termination.
(a) Term. This Agreement shall become effective on the Effective Date
and shall remain in force until the earlier of (i) the Distribution Date, (ii)
the Divestiture Date, (iii) the expiration of the longest Time Period, (iv)
OSCA's termination of all of the Transitional Services in accordance with
Section 2(d) above, or (v) the termination of this Agreement under Section 4(b),
11 or 15 below.
(b) Termination.
(i) If a Party (hereafter called the "Defaulting Party") shall fail to
perform or default in the performance of any of its obligations under any
applicable Transitional Service (other than as described in subsection (ii)
below), the other Party (hereinafter called the "Non-Defaulting Party") may give
written notice to the Defaulting Party specifying the nature of such failure or
default and stating that the Non-Defaulting Party intends to terminate any
affected Transitional Service if such failure or default is not cured within
forty-five (45) days of such written notice. If any failure or default so
specified is not cured within such forty-five (45) day period, the Non-
Defaulting Party may elect to immediately terminate the affected Transitional
Services; provided, however, that if the failure or default relates to a good
faith dispute by the Defaulting Party, the Non- Defaulting Party may not
terminate any such Transitional Service pending the resolution of such dispute.
Such termination shall be effective upon giving a written notice of termination
from the Non-Defaulting Party to the Defaulting Party and shall be without
prejudice to any other remedy which may be available to the Non-Defaulting Party
against the Defaulting Party.
(ii) Either Party may immediately terminate this Agreement by written
notice to the other Party without any prior notice upon the occurrence of any of
the following events:
(A) the other Party enters into proceedings in bankruptcy or
insolvency;
(B) the other Party shall make an assignment for benefit of
creditors;
(C) a petition shall be filed against the other Party under a
bankruptcy law, a corporate reorganization law, or any
other law for relief as a debtor (or similar law in purpose
or effect); or
(D) the other Party enters into liquidation or dissolution
proceedings.
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(c) Administrative and Support Services.
(i) OSCA acknowledges that GLC is providing the Transitional Services
as an accommodation to OSCA to allow OSCA a period of time to obtain its own
administrative and support services for its businesses. During the term of this
Agreement, OSCA agrees that it shall take all reasonable steps necessary to
obtain its own administrative and support services prior to the expiration of
the Time Period for each Transitional Service.
(ii) GLC shall have no liability of any kind or nature whatsoever
(including, without limitation, indirect, consequential, special, incidental or
punitive damages) to OSCA, or to anyone claiming by or through OSCA, for GLC
ceasing to provide (or have a third party provide) any Transitional Service upon
the expiration of the Time Period. OSCA shall hold GLC harmless and waives any
and all rights, at law or in equity, that it may have to bring any suit,
including, but not limited to, injunctive relief, or to any claims, damages,
loss, costs (including attorney fees), actions, or liability against GLC or
GLC's employees, agents, assignees, subsidiaries or affiliates arising out of
GLC's ceasing to provide any Transitional Service upon the expiration of the
Time Period for such Transitional Service or the termination of this Agreement.
(d) Survival of Certain Obligations. Without prejudice to the survival
of the other agreements of the Parties, the following obligations shall survive
the termination of this Agreement: (i) for the period set forth therein, the
obligations of each Party under Sections 3, 4 and 5, and (ii) GLC's right to
receive the compensation for the Transitional Services provided, and
reimbursement of the costs and expenditures described in Section 2(f) above
incurred, prior to the effective date of termination.
(e) Conditions. Consummation of the transactions provided in this
Agreement are conditioned upon and shall only be effected after the closing of
the initial public offering.
5. Indemnities.
(a) Indemnity by OSCA. Subject to the limitation set forth in Section
2(g)(iii) above, OSCA shall indemnify, defend and hold GLC harmless against any
and all claims, liabilities, damages losses, costs, expenses (including, but not
limited to, settlements, judgments, court costs and reasonable attorneys' fees),
fines and penalties arising out of any injury or death, and any loss or damage
of any nature whatsoever (including, without limitation, loss of or damage to
property, or damage to the environment) due or relating to the operations and
activities of OSCA, except for losses, liabilities, obligations, costs, expenses
or damages which are the direct and sole result of gross negligence or willful
misconduct of the personnel of GLC and/or any contract personnel who are managed
and directed by GLC.
(b) Indemnity by the Parties for Claims by Employees. GLC and OSCA
mutually agree to defend, indemnify and hold harmless each other from and
against any and all claims or causes of action for injury to or death of their
respective employees which may arise in
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connection with the performance of this Agreement, regardless of the cause or
reason thereof, and regardless of the negligence of the other.
(c) Term of Indemnity and Filing of Actions. The indemnities contained
in this Section 6 shall survive for a period of three (3) years after the
termination of this Agreement for any reason, and any claim for indemnity under
this Article must be made by written notice to the indemnifying Party within one
(1) year after the discovery thereof.
6. Amendments. This Agreement shall not be supplemented, amended or
modified in any manner whatsoever (including by course of dealing or of
performance or usage of trade) except in writing signed by the Parties.
7. Successors and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties and their respective successors and
permitted assigns. No Party shall assign this Agreement or any rights herein
without the prior written consent of the other Party, which may be withheld for
any or no reason; provided, however, that GLC may assign this Agreement in
connection with the sale of all or substantially all of its assets.
8. Notices. All notices, consents, requests, approvals, and other
communications provided for or required herein, and all legal process in regard
thereto, must be in writing and shall be deemed validly given, made or served,
(a) when delivered personally or sent by telecopy to the telecopier number
indicated below with a required confirmation copy sent in accordance with
subsection (c) below; or (b) on the next business day after delivery to a
nationally- recognized express delivery service with instructions and payment
for overnight delivery; or (c) on the fifth (5th) day after deposited in any
depository regularly maintained by the United States postal service, postage
prepaid, certified or registered mail, return receipt requested, addressed to
the following addresses (i.e., the Primary Coordinators and to the respective
Service Coordinators as identified in the applicable Appendix) or to such other
address as the Party to be notified shall have specified to the other Party in
accordance with this section:
If to GLC:
Great Lakes Chemical Corporation
000 Xxxx 00xx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Attention: Vice President and General Counsel
Telecopier Number: (000) 000-0000
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If to OSCA:
OSCA Inc.
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Vice President and Chief Financial Officer
Telecopier Number: (000) 000-0000
9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the United States of America and the State of
Delaware.
10. Headings. The various headings used in this Agreement are for
convenience only and are not to be used in interpreting the text of the Sections
in which they appear or to which they relate.
11. Severability. Wherever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law. If any portion of this Agreement is declared invalid for any
reason in any jurisdiction, such declaration shall have no effect upon the
remaining portions of this Agreement, which shall continue in full force and
effect as if this Agreement had been executed with the invalid portions thereof
deleted; provided, that the entirety of this Agreement shall continue in full
force and effect in all other jurisdictions. Notwithstanding the foregoing, if
the portion of this Agreement which is declared invalid has the effect of
reducing the compensation due hereunder or preventing the reimbursement of the
costs and expenditures described in Section 2(f) above, GLC, at its sole
discretion, may terminate this Agreement by providing thirty (30) days written
notice to OSCA.
12. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same instrument.
13. Reservation of Rights. Either Party's waiver of any of its rights
or remedies afforded hereunder or at law is without prejudice and shall not
operate to waive any other rights or remedies which that Party shall have
available to it, nor shall such waiver operate to waive the Party's rights to
any remedies due to a future breach, whether of a similar or different nature.
The failure or delay of a Party in exercising any rights granted to it hereunder
shall not constitute a waiver of any such right and that Party may exercise that
right at any time. Any single or partial exercise of any particular right by GLC
shall not exhaust the same or constitute a waiver of any other right.
14. Force Majeure. Any failure or omission by a Party in the
performance of any obligation under this Agreement shall not be deemed a breach
of this Agreement or create any liability, if the same arises from any cause or
causes beyond the control of such Party, including, but not limited to, the
following, which, for purposes of this Agreement shall be regarded as beyond the
control of each of the Parties hereto: acts of God, fire, storm, flood,
earthquake, governmental
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regulation or direction, acts of the public enemy, war, rebellion, insurrection
riot, invasion, strike or lockout; provided, however, that such Party shall
resume the performance whenever such causes are removed. Notwithstanding the
foregoing, if such Party cannot perform under this Agreement for a period of
forty-five (45) days due to such cause or causes, either Party may terminate
this Agreement by providing written notice to the other Party.
15. Relationship of the Parties. It is expressly understood and agreed
that in rendering the Transitional Services hereunder, GLC is acting as an
independent contractor and that this Agreement does not constitute either Party
as an employee, agent or other representative of the other Party for any purpose
whatsoever. Neither Party has the right or authority to enter into any contract,
warranty, guarantee or other undertaking in the name or for the account of the
other Party, or to assume or create any obligation or liability of any kind,
express or implied, on behalf of the other Party, or to bind the other Party in
any manner whatsoever, or to hold itself out as having any right, power or
authority to create any such obligation or liability on behalf of the other or
to bind the other Party in any manner whatsoever (except as to any actions taken
by either Party at the express written request and direction of the other
Party).
16. Setoff. Subject to Section 2(f)(iii), if OSCA fails to pay any
amount owing to GLC when due, GLC is hereby authorized at any time from time to
time, without notice to OSCA (any such notice being expressly waived by OSCA),
to set off and apply (or cause any affiliate of GLC to set off and apply) any
and all amounts at any time held and any indebtedness at any time owing by GLC
or such affiliate to or for the credit of the account of OSCA, against any or
all of such amounts, and any amount due under this Agreement, any promissory
note or otherwise, irrespective of whether or not GLC shall have made any demand
and although such obligations may be unmatured. The rights stated in this
Section are in addition to other rights and remedies (including, without
limitation, other rights of set-off or lien) that GLC may have.
17. Conflict. In case of conflict between the terms and conditions of
this Agreement and any Appendix, the terms and conditions of such Appendix,
shall control and govern as it relates to the Transitional Service to which
those terms and conditions apply.
18. Entire Agreement. All understandings, representations, warranties
and agreements, if any, heretofore existing between the Parties regarding the
Transitional Services are merged into this Agreement, including the Appendices
attached hereto, which fully and completely express the agreement of the Parties
with respect to the subject matter hereof. The Parties have entered into this
Agreement after adequate investigation with neither Party relying upon any
statement or representation not contained in this Agreement, or Appendices
attached hereto.
19. Language. This Agreement is executed in the English language, and
any interpretation or construction of this Agreement shall be based solely on
the English language official text.
20. Waiver of Jury Trial and Consent to Jurisdiction. Each party
hereby (a)
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waives any and all rights it may have to a jury trial in connection with any
matter or right arising under this Agreement or relating to the Transitional
Services, (b) consents to the exclusive jurisdiction of any state or federal
court within the State of Delaware and irrevocably agrees that all actions or
proceedings arising under or relating to this Agreement or the Transitional
Services shall be litigated in any such court, and (c) waives any objection
which it may have based upon improper venue or forum non conveniens to the
conduct of any proceedings in any such court.
21. Cooperation. OSCA and GLC shall reasonably cooperate with each
other in carrying out the terms of this Agreement, and each party shall exchange
such information with the other party, as may be reasonably required by the
other party, with respect thereto.
22. No Third Party Beneficiaries. No provision in this Agreement or in
the Appendix, including any Attachment thereto, shall confer upon any person,
other than the signatories hereto, any rights or remedies with respect to
Transitional Services.
23. Dispute Resolution. Any dispute between the parties arising out of
or relating to this Agreement, including the interpretation of this Agreement,
or any actual or purported breach of this Agreement, shall be resolved only in
accordance with the following provisions:
(a). Negotiation. GLC and OSCA shall attempt in good faith to resolve
any such dispute promptly through negotiations of the parties. In the event of
any such dispute, either party may deliver a notice setting forth, in reasonable
detail, the nature of the dispute (the "Dispute Notice"), to the other party,
and within 20 business days after the receipt of such Dispute Notice, the
appropriate representatives of GLC and OSCA shall meet to attempt to resolve
such dispute (the "Negotiation Period"). If such dispute has not been resolved
within the Negotiation Period, or if one of the parties fails or refuses to
negotiate such dispute, the issue shall be settled by arbitration pursuant to
Section 23(b) hereof. The results of such arbitration shall be final and binding
on the parties.
(b). Arbitration Procedure. Either party may initiate arbitration with
regard to such dispute by giving the other party written notice either (i) at
any time following the end of the Negotiation Period, or (ii) if the parties do
not meet within 20 business days of the receipt of the Dispute Notice, at any
time thereafter. The arbitration shall be conducted by three arbitrators in
accordance with the Rules of Non-Administered Arbitration of Business Disputes
promulgated by the Center for Public Resources, as in effect on the date hereof
(the "CPR Rules"), except as otherwise provided in this Section 23. Within 20
days following receipt of the written notice of arbitration, GLC and OSCA shall
each appoint one arbitrator. The two arbitrators so appointed shall appoint the
third arbitrator. If either GLC or OSCA shall fail to appoint an arbitrator
within such 20-day period, the arbitration shall be by the sole arbitrator
appointed by the other party. Each of GLC and OSCA shall bear 50% of the
aggregate expenses of the arbitrators. The arbitration shall be governed by the
United States Arbitration Act, 9 U.S.C. xx.xx. 1-14. The place of the
arbitration shall be Indianapolis, Indiana. The final decision of the
arbitrators shall be rendered no later than one year from the date of the
written notice of arbitration.
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IN WITNESS WHEREOF, the parties hereto have caused this Services
Agreement to be executed the day and year first above written.
GREAT LAKES CHEMICAL CORPORATION
By
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Its
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OSCA, INC.
By
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Its
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APPENDIX A
TRANSITION SERVICES
RISK MANAGEMENT
(a) Risk Management Services. GLC will continue to include OSCA within
the overall GLC insurance program. OSCA will be responsible for reimbursing GLC
the (1) cost of the premiums required to pay for the insurance coverage specific
to OSCA (to be determined); and (2) $2,000 per month as its portion of the
overall cost to administer the risk management program.
(b) Service Coordinators. The initial Risk Management Service
Coordinators will be Xxxxx Xxxxxx for GLC and Xxxxxx Xxxxxxx for OSCA.
(c) Time Period. The Time Period for Risk Management services shall
begin on the Effective Date and shall end upon the first to occur of (i) the
Distribution Date, (ii) the Divestiture Date and (iii) the cancellation of Risk
Management services by OSCA.
HUMAN RESOURCES/BENEFITS
(a) Health and Welfare Benefits. GLC will continue to include OSCA
employees in the GLC medical, dental, prescription drugs, employee assistance,
reimbursement accounts, life insurance, long term disability, accidental death
and dismemberment, and business travel accident benefit plans. OSCA will use the
services of GLC's current benefit providers for such benefit plans, including
insurers, providers and administrators. OSCA will pay directly to such benefit
providers (i) the actual amount of medical, dental and prescription drug claims
attributable to OSCA employees and (ii) the administrative fees of such
providers attributable to OSCA employees. OSCA shall pay to GLC $30.00 per month
per employee for premiums and administrative fees applicable to the long term
disability, accidental death and dismemberment and life insurance coverages for
OSCA employees. Such amount shall be adjusted up or down based on OSCA's actual
claims experienced.
(b) Human Resource Administration and Support. GLC will provide support
services with respect to human resource functions, including employee benefit
plan administration, advice and consultation regarding the development and
implementation of OSCA benefit plans, and assistance and participation in GLC's
human resource programs and training, including HRR process, sales training, EVA
training, AOP and STRAP processes. OSCA will pay GLC $7,872.00 per month for
such support services.
(c) Service Coordinators. The initial Human Resource/Benefits Service
Coordinators
will be Xxxxx Xxxx for GLC and Xxxxx Xxxxxxxxx for OSCA.
(d) Time Period. The Time Period for Human Resource/Benefits services
shall begin on the Effective Date and shall end at 11:59 p.m. on December 31,
2000.
LEGAL
(a) Legal Services. GLC will continue to provide legal assistance for
general and intellectual property matters on an as-needed basis. OSCA will
reimburse GLC $10,800 per month as its portion of the overall cost to provide
this service. The monthly payment will be reduced by the amount of salary and
fringe benefits paid by OSCA upon hiring an in-house attorney.
(b) Service Coordinators. The initial Legal Service Coordinators will
be Xxxxx Xxxxx for GLC and Xxxxxx Xxxxxxx for OSCA.
(c) Time Period. The Time Period for Legal services shall begin on the
Effective Date and shall end upon the first to occur of (i) the Distribution
Date, (ii) the Divestiture Date and (iii) the cancellation of Legal services by
OSCA.
PURCHASING
(a) Purchasing Services. OSCA will place its own orders locally and
will be billed directly by the following vendors:
Xxxxxx Scientific.....................lab supplies
Travel & Transport................ travel
Van Leer......................steel drums
X. X. Xxxxx...................freight forwarding
National Car Rental............... car rental
Sprint........................long distance phone service
OSCA will reimburse GLC $1,216 per month as its portion of the overall cost to
administer the purchasing and logistics program.
(b) Service Coordinators. The initial Purchasing Service Coordinators
will be Xxx Xxxxxx for GLC and Xxxxxxx Xxxxxxxxxx for OSCA.
(c) Time Period. The Time Period for Purchasing services shall begin on
the Effective Date and shall end upon the first to occur of (i) the Distribution
Date, (ii) the Divestiture Date and (iii) the cancellation of Purchasing
services by OSCA.
TREASURY
(a) Treasury Services. GLC will assist OSCA in obtaining a credit
facility with a commercial bank(s) (the "Credit Facility"). As GLC will be
required to guarantee the OSCA line of credit, OSCA will pay GLC fifteen (15)
basis points per year for providing this guarantee on the full facility.
(b) Service Coordinators. The initial Treasury Service Coordinators
will be Xxxxxxx Xxxxxxxx for GLC and Xxxxxx Xxxxxxx for OSCA.
(c) Time Period. Notwithstanding the termination provisions of Section
4 of the Agreement, the obligations of GLC and OSCA for the Treasury services
described herein shall remain in effect as long as the Credit Facility is
outstanding.
CASH MANAGEMENT
(a) Cash Management Services. GLC will provide cash management services
such as daily balance reporting, account funding and short-term investing of
cash balances. OSCA will reimburse GLC $2,000 per month as its portion of the
cost to administer the cash management program.
(b) Service Coordinators. The initial Cash Management Service
Coordinators will be Xxxxx Xxxx for GLC and Xxxxxx Xxxxxxx for OSCA.
(c) Time Period. The Time Period for Cash Management services shall
begin on the Effective Date and shall end upon the first to occur of (i) the
Distribution Date, (ii) the Divestiture Date and (iii) the cancellation of Cash
Management services by OSCA.
