MANAGEMENT AGREEMENT
THIS MANAGEMENT AGREEMENT (hereinafter referred to as the "Agreement")
is made and entered into this 1st day of July, 1996, by and between DCT
COMPONENT SYSTEMS, INC., a Michigan corporation, (hereinafter referred to as the
"Corporation"), and NOBLE INTERNATIONAL, LTD., a Michigan corporation
(hereinafter referred to as the "Manager").
W I T N E S S E T H:
WHEREAS, the Company is engaged in the manufacturing of automotive
components and metal stampings ("Business"); and
WHEREAS, the Manager has extensive experience in the Business; and
WHEREAS, the Corporation desires to retain management services from the
Manager and the Manager desires to provide such management services to the
Corporation;
NOW, THEREFORE, for and in consideration of the promises and the mutual
agreements herewith set forth, the parties hereto agree as follows:
Section 1. Engagement of Manager. The Corporation does hereby engage
the Manager as an independent contractor to provide exclusive executive and
managerial services for the Corporation, and the Manager accepts such engagement
and agrees to faithfully perform such services for the Corporation, upon the
terms and conditions hereinafter set forth.
Section 2. Responsibilities of Manager. The Manager, in accordance with
directives from the Corporation's Board of Directors, shall act in the best
interest of the Corporation, and in all respects diligently and to the best of
its ability operate the Corporation including, but not limited, to the
following:
(a) Perform executive and general supervision over the
business activities of the Corporation with the objective of maximizing profits
and operating and maintaining the Corporation's Business in a proper, efficient
and business-like manner;
(b) Supervise and coordinate the management, administration,
staff and operation of the Corporation's Business;
(c) Provide the Corporation with advice and consultation in
connection with the acquisition and disposition of capital equipment, land and
buildings;
(d) Provide the Corporation with advice and guidance in
connection with personnel, recruitment and industrial relations;
(e) Provide the Corporation with information as to the
internal audit services and control procedures as may be required by the
Corporation;
(f) Provide the Corporation with such purchasing, training,
management, and contracting advice and guidance as may be required by the
Corporation;
(g) Provide assistance in the marketing and promotion of the
Corporation's Business; and
(h) Facilitate financing and/or refinancing of the
Corporation's capital needs.
Section 3. Limitation of Authority of Manager. It is understood and
agreed that the Manager shall not, without the prior approval of the majority of
the Corporation's Board of Directors, which majority must include Xxxxx X. Xxxxx
for purposes of this Section 3, undertake any action regarding any of the
following matters:
(i) The merger, liquidation or sale (stock or assets) of
substantially all of the Corporation;
(ii) The acquisition of a business entity for greater than
$250,000 in cash; or
(iii) Any single capital expenditure in excess of $250,000.
Section 4. Payment.
(a) For the services rendered pursuant to this Agreement, the
Corporation shall pay to Manager an annual fee of One Hundred Thousand and
no/100 Dollars ($100,000.00), payable in monthly installments of Eight Thousand
Three Hundred Thirty-three and 33/100 Dollars ($8,333.33). The monthly
installments shall be paid on the first (1st) day of each month for the term
hereof, retroactive to the 1st day of March, 1996.
(b) Manager shall not be entitled to any additional
compensation for facilitating a refinancing of the Corporation's capital needs
and/or the sale or acquisition of any assets or entity by the Corporation,
whether such activities are performed by Manager, or any officer, director
and/or shareholder of the Corporation or the Manager.
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Section 5. Resources. It is understood and agreed that the Manager
shall be entitled to allocate its resources as the Manager, in its sole
discretion, determines, but in all ways shall be obligated to retain, maintain
and/or add any resources to its staff or otherwise as required to fully and
properly perform its obligations under this Agreement.
Section 6. Term of Agreement. This Agreement shall commence on the date
hereof and shall continue in force and effect for so long as the Manager remains
a Shareholder of the Corporation, and so long as Manager is controlled by Xxxxxx
Xxxxxxxxxxx.
Section 7. Indemnification. The Corporation shall, to the fullest
extent permitted by law, indemnify, defend and hold harmless Manager from and
against any and all liabilities, losses, damages, costs and expenses incurred in
connection with services provided hereunder.
Section 8. Miscellaneous.
(a) This Management Agreement shall not be assignable by
either party hereto without the prior written consent of the other party.
(b) Any notice, request, instruction, or other document to be
given hereunder to any party shall be in writing and deemed given on the date it
is delivered personally by facsimile transmission with originals mailed by first
class mail sent by registered or certified mail, postage prepaid, telegram, or
delivered by nationally recognized courier service, as follows:
If to the Corporation:
DCT Component Systems, Inc.
00000 Xxxxxxx
Xxxxxxx Xxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxx Xxxx
With a copy to:
Stone, Biber & O'Toole, P.C.
0000 Xxxx Xxxxxx Xx., Xxxxx 000
Xxxx, Xxxxxxxx 00000
Attn: Xxxxx X. X'Xxxxx
If to the Manager:
Noble International, Ltd.
00 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
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With a copy to:
Xxxx X. Xxxxx, Esq
c/o Noble International, Ltd.
00 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000
Any party may change his or its address for purposes of this Section by giving
notice of such change of address to the other party in the manner herein
provided for giving notice.
(c) This Management Agreement constitutes the entire agreement
between the parties as related to its subject matter and supersedes any prior
agreements, whether written or oral, between the parties related to its subject
matter.
(d) This Agreement is declared to have been made under the
laws of the State of Michigan.
(e) If any provision of this Agreement is held to be illegal,
invalid, or unenforceable under present or future laws effective during the term
of this Agreement, such provision shall be fully severable; this Agreement shall
be construed and enforced as if such illegal, invalid, or unenforceable
provision had never comprised a part of this Agreement; and the remaining
provisions of this Agreement shall remain in full force and effect and shall not
be affected by the illegal, invalid, or unenforceable provision or by its
severance from this Agreement. Furthermore, in lieu of each such illegal,
invalid, or unenforceable provision, there shall be added automatically as part
of this Agreement a provision as similar in terms to such illegal, invalid, or
unenforceable provision as may be possible and be legal, valid, and enforceable.
(f) The headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
(g) This Agreement may be executed in a number of
counterparts, and all counterparts executed by the Corporation and the Manager
shall constitute one and the same agreement, and it shall not be necessary for
Corporation and the Manager to execute the same counterpart hereof.
(h) This Agreement may be amended only by an agreement, in
writing, signed by all of the parties hereto, or by their successors and
assigns.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
WITNESSETH: CORPORATION:
DCT COMPONENT SYSTEMS, INC.,
a Michigan corporation
/S/ Xxxx X. Xxxxx By: /s/ Xxxxx Xxxx
------------------------ ---------------------------------
/s/ Xxxxx X. Xxxxx Its: President
------------------------ ----------------------------------
MANAGER:
NOBLE INTERNATIONAL, LTD.,
a Michigan corporation
/s/ Xxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxx
------------------------ ------------------------
/s/ Xxxxxxxxx Xxxxxxx Xxxx X. Xxxxx
________________________ Its: President
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