CORPORATE SERVICES AGREEMENT
THIS CORPORATE SERVICES AGREEMENT (the "Agreement") is dated as of June 24,
1996 by and between Tridex Corporation, a Connecticut corporation ("Tridex"),
and TransAct Technologies Incorporated, a Delaware corporation ("TransAct").
WHEREAS, TransAct and its subsidiary Magnetec Corporation (collectively,
the "TransAct Group") desire to obtain administrative and other services from
Tridex and Tridex is willing to furnish or make such services available to
Transact; and
WHEREAS, Tridex and its subsidiaries Ultimate Technology Corporation and
Cash Bases GB Ltd. (collectively the "Tridex Group") desire to obtain certain
financial services from TransAct and TransAct is willing to furnish or make such
services available to Tridex;
WHEREAS, Tridex and TransAct desire to set forth the basis for the
provision of services of the type referred to herein.
NOW, THEREFORE, in consideration of the mutual promises herein contained,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:
1. Services.
1.1 Beginning on the effective date of the Registration Statement on Form
S-1 (the "Registration Statement") filed in connection with the public offering
of TransAct common stock ( the "Effective Date"), Tridex will provide or
otherwise make available to the TransAct Group certain general corporate
services provided by Tridex's corporate staff, including but not limited to
certain human resources, employee benefit administration, financial reporting,
insurance, risk management and general administrative services. The services
will include the following:
(a) Human resources and employee benefit related services - General human
resources services (including but not limited to administration of all employee
matters), administration of TransAct's employee participation in employee
benefit plans and insurance programs sponsored by Tridex such as the following:
401(k) plan, group medical insurance, group life insurance, employee stock
option plans and filing of all required reports under ERISA for employee benefit
plans sponsored by Tridex.
(b) Financial reporting 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.
(c) Risk management and insurance related services - Provision of risk
management (including, but not limited to premiums attributable to TransAct) and
related services and maintenance of all policies of liability, fire, workers'
compensation and other forms of insurance for the benefit of TransAct, its
employees, assets and facilities.
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(d) Services in addition to those enumerated in subsections 1.1(a) through
1.1(c) above to include, but not be limited to, corporate recordkeeping, other
general administrative activities and financial services as reasonably requested
from time to time by TransAct or as provided by Tridex.
1.2 For performing the services described above in Section 1.1, TransAct
shall pay Tridex in accordance with the following schedule:
(a) TransAct shall reimburse Tridex for one-half (50%) of total cash
compensation (consisting of salary, a pro-rated portion of annual bonus actually
paid and other out-of-pocket expenditures for medical, life insurance and other
benefits) paid by Tridex to or on behalf of Xx. Xxxxxx Xxxxxx, Tridex's Vice
President of Human Resources, for the period from the Effective Date until
December 31, 1997. Xx. Xxxxxx, Tridex and TransAct shall cooperate to make Xx.
Xxxxxx available to TransAct for one half (50%) of his total working time for
the provision of services to TransAct for this period.
(b) TransAct shall reimburse Tridex for one-half (50%) of the total cash
compensation (consisting of salary, a pro-rated portion of annual bonus actually
paid and other out-of-pocket expenditures for medical, life insurance and other
benefits) paid by Tridex to or on behalf of Xx. Xxxxxx Xxxxxxxx, Tridex's Vice
President, Secretary and Comptroller, for the period from the Effective Date
until March 31, 1997. Xx. Xxxxxxxx, Tridex and TransAct shall cooperate to make
Xx. Xxxxxxxx available to TransAct for one half (50%) of his total working time
for the provision of services for this period.
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1.3 TransAct will reimburse Tridex for expenses incurred for insurance
(including but not limited to property, casualty, group life and health and
Workers Compensation), accounting and legal services in accordance with the
Company's historical allocation methods.
In addition, TransAct will reimburse Tridex for other expenses incurred to
provide specific services requested by TransAct, as agreed by TransAct and
Tridex when such services are requested.
1.4 Beginning on the Effective Date, TransAct will provide or otherwise
make available to the Tridex Group certain financial services customarily
provided by a chief financial officer, including but not limited to management
of corporate finance and accounting matters. For performing the services
described herein, Tridex shall reimburse TransAct for fifteen percent (15%) of
the total cash compensation (consisting of salary, a pro-rated portion of annual
bonus actually paid and other out-of-pocket expenditures for medical, life
insurance and other benefits) paid by TransAct to or on behalf of Xx. Xxxxxxx X.
Xxxx, TransAct's Executive Vice President, Chief Financial Officer and
Treasurer, for the period of the Effective Date, until March 31, 1997. Xx. Xxxx,
TransAct and Tridex shall cooperate to make Xx. Xxxx available to Tridex for
fifteen percent (15%) of his total working time for the provision of services to
Tridex during this period. Upon the Effective Date, Xx. Xxxx will become a
full-time employee of TransAct, and his office will be relocated to TransAct's
Wallingford, Connecticut facility.
1.5 The charges for services pursuant to Sections 1.2, 1.3 and 1.4 above
will be determined and payable no less frequently than on a monthly basis;
provided that reimbursement of a pro-rated portion of bonuses shall be payable
after such bonuses are paid by Tridex or TransAct. The charges will be due when
billed and shall be paid no later than ten (10) business days from the date of
billing.
1.6 When services of the type described in this Agreement are provided by
outside vendors to Tridex, TransAct or, in connection with the provision of such
services, out-of-pocket costs such as travel are incurred, the cost thereof will
be paid directly by the party receiving the service. If either party to this
Agreement is billed for services provided to the other party, the billed party
may pay the xxxx and charge the party receiving the services the amount of the
xxxx or forward the xxxx to the party receiving the services for payment.
2. TransAct's Directors and Officers. Nothing contained herein will be
construed to relieve the directors or officers of TransAct from the performance
of their respective duties or to limit the exercise of their powers in
accordance with the charter or By-Laws of TransAct or in accordance with any
applicable statute or regulation.
3. Liabilities; Disclaimer. In furnishing the other party with services as
herein provided, neither Tridex nor TransAct, any member of the respective
Groups nor any of their respective officers, directors employees or agents shall
be liable to any member of the other party or their respective 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 the Tridex Group and
the TransAct Group and will not, except to the extent otherwise expressly stated
herein, inure to the benefit of any third party. Neither Tridex nor TransAct
makes any express or implied warranty or representation with respect to the
quality of the services provided hereunder.
4. Term.
(a) Term. The initial term of this Agreement shall begin on the Effective
Date and continue until December 31, 1997.
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(b) Termination. This Agreement may be terminated by either party at any
time on ninety (90) days' prior notice to the other; provided, however, that the
provisions of Section 1.2(a) and (b) and Section 1.4 shall survive any such
termination.
5. Status. Each member of the Tridex Group shall be deemed to be an
independent contractor and, except as expressly provided or authorized in this
Agreement, shall have no authority to act or represent any member of TransAct.
6. Employment Changes.
(a) With respect to the employment and compensation levels of Mr. Curtain
and Xx. Xxxxxxxx, Tridex shall advise TransAct in writing ten (10) days prior to
any change in Mr. Curtain's or Xx. Xxxxxxxx'x compensation level or employment
status initiated by Tridex. Tridex agrees to consult with TransAct regarding any
such change in Mr. Curtain's or Xx. Xxxxxxxx'x compensation level or employment
status prior to such change.
(b) With respect to the employment of Mr. Curtain, Tridex shall notify
TransAct whether it intends to continue Mr. Curtain's employment beyond
December31, 1997. If Tridex notifies TransAct that it does not intend to employ
Mr. Curtain beyond December31, 1997, TransAct shall, within fifteen (15) days
from the date of Tridex's notice to TransAct, notify Tridex of its intent to
employ Mr. Curtain beyond December31, 1997.
7. Notices. All notices, xxxxxxxx, requests, demands, approvals, consents,
and other communications which are required or may be given under this Agreement
will 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 TransAct:
TransAct Technologies, Inc.
0 Xxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Attention: President
If to Tridex:
Tridex Corporation
00 Xxxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: President
8. Confidentiality. Tridex and TransAct hereby agree to hold, and cause its
respective employees, agents and authorized representatives to hold, in strict
confidence, all information concerning the other party furnished pursuant to
this Agreement.
9. No Third Party Beneficiaries. This Agreement is solely for the benefit
of the parties hereto and should not be deemed to confer upon any third party
and right, remedy or claim in excess of those existing without reference to this
Agreement.
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10. Access to Information. Tridex shall afford to TransAct and its
authorized representatives, agents and employees, and TransAct shall afford to
Tridex and its authorized representatives, agents and employees, access during
normal business hours to all records, books, contracts and other data, including
but not limited to corporate, financial, accounting, personnel and other
business records, for a period of six (6) years following the termination of
this Agreement.
11. No Assignment. This Agreement shall not be assignable except with the
prior written consent of the other party to this Agreement.
12. Applicable Law. This Agreement shall be governed by and construed under
the laws of the State of Connecticut applicable to contracts made and to be
performed therein.
13. Section Headings. The section headings used in his Agreement are for
convenience of reference only and will not be considered in the interpretation
of 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.
TRIDEX CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Title: Chairman and Chief Executive
Officer
TRANSACT TECHNOLOGIES INCORPORATED
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Title: Chief Executive Officer
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