EXHIBIT 10.2
CORPORATE SERVICES AGREEMENT
THIS is an AGREEMENT dated as of the 19th day of November,
1997 between Thermo Electron Corporation, a Delaware corporation
("Thermo"), and The Randers Group Incorporated ("Subsidiary"), a
Delaware corporation.
Preliminary Statement
Subsidiary desires to obtain administrative and other
services from Thermo and Thermo is willing to furnish or make
such services available to Subsidiary.
By this Agreement, Thermo and Subsidiary desire to set forth
the basis for Thermo's providing services of the type referred to
herein.
Agreements
IT IS MUTUALLY agreed by the parties hereto as follows:
1. Services
1.1 Beginning on the date of this Agreement, Thermo,
through its corporate staff, will provide or otherwise make
available to Subsidiary certain general corporate services,
including but not limited to accounting, tax, corporate
communications, legal, financial and other administrative staff
functions, and arrange for administration of insurance and
employee benefit programs. The services will include the
following:
(a) Accounting and securities compliance related services.
Maintenance of corporate records, assistance, if and when
necessary, in preparation of Securities and Exchange Commission
filings, including without limitation registration statements,
Forms 10-K, 10-Q and 8-K, assistance in the preparation of
Proxies and Proxy Statements and the solicitation of Proxies, and
assistance in the preparation of the Annual and Quarterly Reports
to Stockholders, maintenance of internal audit support services
and review of compliance with financial and accounting
procedures.
(b) Tax related services. Preparation of Federal tax
returns, preparation of state and local tax returns (including
income tax returns), tax research and planning and assistance on
tax audits (Federal, state and local).
(c) Insurance and employee benefit related services.
Arranging for liability, property and casualty, and other normal
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business insurance coverage. Support for product, worker safety
and environmental programs (Subsidiary acknowledges that
principal responsibility for compliance rests with the
Subsidiary). Administration of Subsidiary's employee
participation in employee benefit plans sponsored by Thermo and
insurance programs such as the following: 401(k) plan, group
medical insurance, group life insurance, employee stock purchase
plan and various stock options plans. Filing of all required
reports under ERISA for employee benefit plans sponsored by
Thermo.
(d) Corporate record keeping services. Maintenance of
corporate records, including without limitation, maintenance of
minutes of meetings of the Boards of Directors and Stockholders,
supervision of transfer agent and registration functions,
coordination of stock repurchase programs, and tracking of stock
issuances and reserved shares.
(e) Services in addition to those enumerated in subsections
1.1(a) through 1.1(d) above including, but not limited to,
routine legal and other administrative activities, Corporate
information and treasury and other financial services as
reasonably requested by Subsidiary.
1.2 For performing general services of the types described
above in Paragraph 1.1, Thermo will initially charge Subsidiary
an annual fixed fee equal to 1.0% of the gross revenues of
Subsidiary for the fiscal year in which such services are
performed (such amount to be prorated on a daily basis for any
partial year), which fee is intended to compensate Thermo for
Subsidiary's pro rata share of the aggregate costs actually
incurred by Thermo in connection with the provision of such
services to all recipients thereof. The fee set forth in the
preceding sentence may be adjusted from time to time by mutual
agreement of Thermo and Subsidiary.
1.3 In addition to the foregoing services, certain specific
services are made available to Subsidiary by Thermo on an
as-requested basis. These may include, but are not limited to,
services specifically requested by Subsidiary or services which,
in Thermo's judgment, are not routine administrative services or
create unusual burdens or demands on Thermo's resources, such as
litigation support, acquisition and offering support services
(including legal services), corporate development, tax audit
support or public or investor relations services other than
routine shareholder communications. Thermo will charge
Subsidiary the costs actually incurred (including overhead and
general administrative expenses) for such services that are
requested by Subsidiary and supplied by Thermo.
1.4 The charges for services pursuant to Subsections 1.2
and 1.3 above will be determined and payable no less frequently
than on a quarterly basis. The charges will be due when billed
and shall be paid no later than 30 days from the date of billing.
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1.5 When services of the type described above in this
Section 1 are provided by outside providers to Subsidiary or, in
connection with the provision of such services out-of-pocket
costs are incurred such as travel, the cost thereof will be paid
by Subsidiary. To the extent that Subsidiary is billed by the
provider directly, Subsidiary shall pay the xxxx directly. If
Thermo is billed for such services, Thermo may pay the xxxx and
charge Subsidiary the amount of the xxxx or forward the xxxx to
Subsidiary for payment by Subsidiary.
2. Subsidiary's Directors and Officers. Nothing contained
herein will be construed to relieve the directors or officers of
Subsidiary from the performance of their respective duties or to
limit the exercise of their powers in accordance with the charter
or By-Laws of Subsidiary or in accordance with any applicable
statute or regulation.
3. Liabilities. In furnishing Subsidiary with management
advice and other services as herein provided, neither Thermo nor
any of its officers, directors or agents shall be liable to
Subsidiary or its creditors or shareholders for errors of
judgment or for anything except willful malfeasance, bad faith or
gross negligence in the performance of their duties or reckless
disregard of their obligations and duties under the terms of this
Agreement. The provisions of this Agreement are for the sole
benefit of Thermo and Subsidiary and will not, except to the
extent otherwise expressly stated herein, inure to the benefit of
any third party.
4. Term.
(a) Term. The initial term of this Agreement shall begin
on the date of this Agreement and continue through the end of the
current fiscal year. This Agreement shall automatically renew at
the end of the initial term for successive one-year terms until
terminated in accordance with Subsection (b) below.
(b) Termination. This Agreement may be terminated by
Subsidiary at any time on thirty days prior notice to Thermo. In
addition, this Agreement shall automatically terminate without
any further action by either party on the date the Subsidiary
ceases to be a member of the Thermo Group or a participant in the
Thermo Electron Corporate Charter.
(c) Termination Fee. In the event of a termination of this
Agreement, Subsidiary shall pay to Thermo its pro rata fee
pursuant to Section 1.2 for the year in which the termination
takes effect plus a termination fee equal to the fee payable
under Section 1.2 for the most recent nine consecutive months.
(d) Post-Termination Services. Following a termination of
this Agreement, corporate administrative services of the kind
provided under the Agreement may continue to be provided to
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Subsidiary on an as-requested basis by the Subsidiary or as
required in the event it is not practicable for the Subsidiary to
provide such services or it is otherwise unable to identify
another source to provide such services (as would be the case of
administration of employee benefit plans and insurance programs
sponsored by Thermo and in which Subsidiary's employees
participate) or as otherwise required by Thermo acting in its
capacity as majority stockholder of Subsidiary. In the event
such services are provided by Thermo to Subsidiary, Subsidiary
shall be charged by Thermo a fee equal to the market rate for
comparable services charged by third-party vendors. Such fee
will be charged monthly and payable by Subsidiary within thirty
days. The obligations of Subsidiary set forth in this Section
4(d) shall survive the termination of this Agreement.
5. Status. Thermo shall be deemed to be an independent
contractor and, except as expressly provided or authorized in
this Agreement, shall have no authority to act for or represent
Subsidiary.
6. Other Activities of Thermo. Subsidiary recognizes that
Thermo now renders and may continue to render management and
other services to other companies that may or may not have
policies and conduct activities similar to those of Subsidiary.
Thermo shall be free to render such advice and other services,
and Subsidiary hereby consents thereto. Thermo shall not be
required to devote full time and attention to the performance of
its duties under this Agreement, but shall devote only so much of
its time and attention as it deems reasonable or necessary to
perform the services required hereunder.
7. Notices. All notices, xxxxxxxx, requests, demands,
approvals, consents, and other communications which are required
or may be given under this Agreement shall be in writing and will
be deemed to have been duly given if delivered personally or sent
by registered or certified mail, return receipt requested,
postage prepaid to the parties at their respective addresses set
forth below:
If to Subsidiary: If to Thermo:
The Randers Group Thermo Electron
Incorporated Corporation
000 Xxxxxxxx Xxxx 00 Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000 Xxxxxxx, Xxxxxxxxxxxxx
00000
Attention: President Attention: Chief
Executive Officer
8. No Assignment. This Agreement shall not be assignable
except with the prior written consent of the other party to this
Agreement.
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9. Applicable Law. This Agreement shall be governed by
and construed under the laws of the Commonwealth of Massachusetts
applicable to contracts made and to be performed therein.
10. Paragraph Titles. The paragraph titles used in this
Agreement are for convenience of reference only and will not be
considered in the interpretation or construction of any of the
provisions thereof.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed as a sealed instrument by their duly authorized
officers as of the date first above written.
THERMO ELECTRON CORPORATION THE RANDERS GROUP
INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxx
Title: Treasurer Title: President and Chief
Executive Officer
