1
EXHIBIT 10.10
TEKNI-PLEX, INC.
Somerville, New Jersey
April 4, 1997
MST Management Company, Inc.
c/o MST Partners L.P.
000 Xxxxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxxxx
Gentlemen:
This letter when accepted by you, will confirm the
understanding of TEKNI-PLEX, INC., a Delaware corporation (formerly known as TP
Acquisition Company, Inc.) (the "Company"), on the terms and conditions set
forth below to continue to retain you to perform management consulting services
to the Company. This letter shall constitute the entire agreement between the
parties with respect to the subject matter contained herein and shall supersede
all other prior agreements between the parties with respect to the subject
matter hereof, including (i) the letter agreement dated March 18, 1994 among the
Company, you and MST/TP Holding Inc., (ii) the letter and acknowledgement of
instructions dated as of March 18, 1994 executed by certain officers of the
Company, and (iii) the letter agreement dated February 21, 1996 between the
Company and MST Management Company, Inc. The terms and conditions of our
agreement are as follows:
1. You shall continue to provide the Company with such regular and
customary management consulting services as you determine, in your sole
discretion, to be appropriate for a period of ten (10) years from March 18, 1994
(the "Term"; to be extended for an additional ten (10) years unless you provide
notice to the Company of your intention not to renew this Agreement at least one
(1) year prior to the expiration of this Agreement); such consulting services to
include but not be limited to advising the Company in the areas of financial
management, marketing and general management (the "Services").
2. In full consideration for the Services to be rendered by you to the
Company hereunder, the Company shall pay to you a management consulting service
fee for each period as indicated below (each a "Contract Year") during the
remainder of the Term (the "Management Fee"), as follows:
-1-
2
MST MANAGEMENT COMPANY,
CONTRACT YEAR INC. MANAGEMENT FEE
------------- -------------------
3/18/97 - 3/17/98 $284,237
3/18/98 - 3/17/99 $284,237
3/18/99 - 3/17/00 $284,237
3/18/00 - 3/17/01 $284,237
3/18/01 - 3/17/02 $284,237
3/18/02 - 3/17/03 $284,237
3/18/03 - 3/17/04 $284,237
Should this Agreement be renewed in accordance with paragraph 2 hereof, the
Management Fee for each Contract Year shall be $284,237 per Contract Year;
provided, that, each such Contract Year shall be calculated from March 18th of
the year to March 17th of the following year.
3. The Management Fee payable hereunder shall be payable on a monthly
basis, in advance for the Services to be rendered during said month; provided,
however, that, unless and until you otherwise direct by notice to the Company,
on behalf of you $416.67 of each monthly payment (a total of $5,000.00 per
Contract Year) shall be paid directly to Xxxxxxx Xxxxxxx & Xxxxx, 000 Xxxxxxx
Xxxxxx Xxxxx, Xxxxxxx Xxxxx, XX 00000, Attention: Xxxxxxx X. Xxxxx.
4. In addition to any Management Fee payable hereunder, upon submission
to the Company of appropriate supporting documentation, the Company shall
promptly reimburse you for all reasonable out-of-pocket expenses incurred in
connection with the Services performed by you hereunder.
7. This Agreement shall inure to the benefit of and be binding upon you
and the Company, and the respective successors and assigns of each. In
particular, provided one or more of your shareholders remains available to
provide the Services you have agreed to provide hereunder, you may assign this
Agreement to your shareholders.
Please confirm that the foregoing constitutes our entire
understanding with respect to the matters set forth herein signing this letter
in the space provided below and returning
-2-
3
this originally signed letter to the Company.
Very truly yours,
TEKNI-PLEX, INC.
By: /s/ F. Xxxxxxx Xxxxx
----------------------------
Name: F. Xxxxxxx Xxxxx
Title: C.E.O.
AGREED TO AND ACCEPTED:
MST MANAGEMENT COMPANY, INC.
By: /s/ Xxxxx X. Xxxxxxx
--------------------------
Name: Xxxxx X. Xxxxxxx
Title: V.P.
-3-
