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EXHIBIT 10.b
CORPORATE SERVICES AGREEMENT
This Agreement is made as of January 1, 1987 between Masco Corporation,
a Delaware corporation ("Masco"), and Masco Industries, Inc., a Delaware
corporation ("Industries").
WHEREAS, Masco and Industries desire to amend and restate that certain
Corporate Services Agreement between them dated as of May 1, 1984 (the "1984
Corporate Services Agreement"); and
WHEREAS, Masco and Industries desire to terminate that certain
Corporate Services Agreement dated as of July 1, 1985 (the "1985 Corporate
Services Agreement") between Masco's wholly-owned subsidiary Masco Building
Products Corp., a Delaware corporation ("MBPC"), and NI Industries, Inc. a
Delaware corporation and currently an indirect wholly-owned subsidiary of
Industries ("NI"); and
WHEREAS, Industries desires that Masco provide, and Masco is willing to
provide, either directly or through its subsidiaries, certain services and
facilities on the terms and conditions hereinafter set forth; and
WHEREAS, Masco desires that Industries provide, and Industries is
willing to provide, either directly or through NI, certain facilities on the
terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties agree to amend and restate the 1984 Corporate
Services Agreement and take certain other action as follows:
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1. Masco shall provide to Industries and its subsidiaries corporate
support staff and administrative services of those personnel which Masco
maintains internally for its own officers, operating executives and business
operations and which Masco has heretofore provided to Industries' headquarters
and businesses pursuant to the 1984 Corporate Services Agreement, such as
accounting, legal, treasury, tax, corporate development, data processing,
research and development and human resources, provided that Masco shall not be
obligated to provide any services which would be in contravention of law.
Masco shall furnish such services at the reasonable request of Industries,
provided that Masco shall not be required to disrupt the provisions of services
for its own business purposes and shall not be obligated to retain additional
employees in order to accommodate Industries' requirements for services other
than in the ordinary course of business. In addition, Masco shall provide to
Industries headquarters office space and data processing equipment in Masco's
corporate office in Taylor, Michigan.
2. Industries shall provide to MBPC headquarters office space at the
corporate offices of NI in Long Beach, California, as heretofore provided
pursuant to the 1985 Corporate Services Agreement.
3. Industries will pay Masco a fee for the services and office space
provided under Section 1 hereof, irrespective of Industries' or its
subsidiaries' actual use thereof, equal to eight tenths of one percent of
Industries' consolidated annual net sales (pro rated for any partial year), as
shown in Industries' annual audited financial statements, less (in
consideration of the facilities provided by Industries to MBPC pursuant to
Section 2 hereof) the real estate related costs incurred by NI to maintain
headquarters office space for MBPC in NI's Long Beach, California headquarters,
including, but not limited to, depreciation expense, maintenance, repairs and
taxes related to such
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facility. Such fee shall be payable monthly in arrears within 30 days of the
end of each month, based upon Industries' consolidated unaudited net sales for
each month, with such timely adjustment as may be required following the
preparation of such audited financial statements. Industries shall be
responsible for the payment of fees and expenses for services rendered by
third parties retained by Masco on behalf of Industries and its subsidiaries.
In addition, Industries shall pay for material utilized and purchased
components in research and development projects, in accordance with Masco's
customary practice. The parties recognize that Industries may, in the future,
hire certain support and administrative staff to be employed solely by
Industries and incur other expenses for equipment, services or space, and to
the extent any such support and administrative staff are employed by
Industries or such expenses are incurred, Masco shall review the resulting
cost savings, if any, to Masco in providing support staff and administrative
services, equipment and headquarters office space hereunder and if, in Masco's
good faith judgment, such a cost savings has resulted, Masco shall reflect
such savings by a corresponding reduction in the subsequent fees to be paid
hereunder.
4. Additional services, facilities and other items made available by
Masco to its operating units which are not covered by the base fee will
similarly be made available to Industries except if the provision of such
services, facilities and other items would be in contravention of law. The
charges for additional services, facilities and other items shall be determined
form time to time by Masco, but Industries shall have no obligation to purchase
or use any such additional services, facilities or other times.
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5. The term of this agreement shall be from the date hereof through
December 31, 1988. the term shall be extended automatically for a period of
one year each January 1 thereafter, provided that Masco may give notice of
non-renewal not less than 90 days prior to any such January 1. This Agreement
may be terminated by Industries at any time, without cause, on 90 days written
notice, provided that such termination shall not relieve Industries of its
obligations accruing hereunder through the effective date of such termination.
6. In providing services, equipment and facilities hereunder, Masco
and Industries shall each have a duty to act, and to cause their respective
employees to act, in a reasonable and prudent manner. Subject to the
provisions of the Research and Development Undertaking attached as Annex A
hereto, neither Masco or its subsidiaries, nor any officer, Director, employee
or agent of Masco or its subsidiaries, nor Industries or its subsidiaries, nor
any officer, director, employee or agent of Industries or its subsidiaries,
shall be liable for any loss incurred in connection with the matters to which
this Agreement relates, except a loss resulting from willful misfeasance or bad
faith.
7. The selection of Masco employees to provide services hereunder
shall be determined by Masco and such employees shall be the employees of
Masco. All work performed hereunder by Masco shall be performed by Masco as an
independent contractor.
8. Masco and Industries shall take reasonable measures to keep
confidential all information concerning the other which is acquired in the
course of performing services hereunder and which is of a nature customarily
considered to be confidential by them. Research and development services
provided by Masco shall be subject to the additional provisions set forth in
Annex A hereto.
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9. This Agreement shall not be assigned by Industries without the
express written consent of Masco, except for an assignment by Industries to a
successor to substantially all of its business.
10. The 1985 Corporate Services Agreement is hereby terminated.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
MASCO CORPORATION MASCO INDUSTRIES, INC.
By /s/Richard G. Mosteller By /s/Erwin H. Billig
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Senior Vice President - President
Finance
The termination of the 1985 Corporate Services Agreement is accepted and
agreed to as of the day and year first above written.
NI INDUSTRIES, INC.
By /s/James Shaffer
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January 22, 1998
Masco Corporation
21001 Van Born Road
Taylor, Michigan 48180
Gentlemen:
As you are aware, MascoTech, Inc. completed its acquisition of TriMas
Corporation on Thursday, January 22, 1998 (the "Effective Date"). This will
confirm our agreement that the Corporate Services Agreement, dated as of
December 27, 1988, between Masco Corporation ("Masco") and TriMas Corporation
(the "TriMas Corporate Services Agreement"), is terminated effective as of the
end of business on the Effective Date, except with respect to rights and
obligations of the parties thereto which have accrued as a result of services
rendered thereunder prior to the Effective Date. Furthermore, Masco agrees
that the period for which a fee is payable under the TriMas Corporate Services
Agreement will terminate on the earlier of (i) the Effective Date, or (ii) the
date immediately preceding the date that the consolidated net sales of TriMas
are included in the consolidated net sales of MascoTech, Inc. After such date,
Masco will be compensated for work performed for the TriMas companies under
Masco's Corporate Services Agreement with MascoTech (the "MascoTech Corporate
Services Agreement"). Finally, Masco agrees that, in calculating the fee
payable under the MascoTech Corporate Services Agreement, MascoTech is entitled
to the credits that were historically permitted to TriMas under the TriMas
Corporate Services Agreement of up to $250,000 per year for occupancy costs at
TriMas' Ann Arbor headquarters (consisting of rent, utilities, maintenance and
property taxes), office supplies and postage costs at TriMas' Ann Arbor
headquarters and the credit historically provided for the Norris management
services that had been discontinued by you when Masco Building Products shut
down its operations.
If the foregoing is your understanding of our Agreement, please
acknowledge by signing below on the attached copy of this letter, and returning
same to the undersigned.
Very truly yours,
MASCOTECH, INC.
By /s/David B. Liner
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The foregoing is acknowledged
and agreed to:
MASCO CORPORATION
By /s/John R. Leekley
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