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EXHIBIT 10.15
SERVICES AGREEMENT
THIS SERVICES AGREEMENT ("the Agreement") is made effective as of May
21, 1998 between MSX INTERNATIONAL ENGINEERING SERVICES, INC., a Delaware
corporation (the "Company") and St. Clair Group, a Michigan corporation ("SCG").
The Company and SCG desire to enter into an agreement whereby the
Company shall retain SCG to provide the services of its employee, Roger Fridholm
(the "Executive"), to service in the capacity of President/Business Services
Group of the Company.
Therefore, in consideration of the premises, the parties agree as
follows.
1. TERM.
The company shall engage SCG to provide the services of the
Executive under the terms of this Agreement for an initial term
beginning effective as of May 21, 1998 (the "Effective Date") and
ending on December 31, 1999 (the "Initial Term"). The Company and SCG
may, by separate written agreement, extend the term of this Agreement
beyond the Initial term. The period of time between the Effective Date
and the termination of the Executive's services hereunder shall be
referred to as the "Services Period".
2. SERVICES.
a) CAPACITY. SCG shall provide the services of the Executive for the
Services Period to serve in the capacity of President/Business Services
Group of the Company on the terms and conditions set forth in this
Agreement.
b) DUTIES. SCG shall cause the Executive to serve the Company as the
President of its Business Services Group and to perform such duties and
functions and discharge such responsibilities as may be established by
the Chief Executive Officer of the Company (the "CEO") from time to
time in his discretion, which may include, without limitation, those
duties and responsibilities generally associated with the position of
chief executive officer of a division of a corporation. During the
Services Period, SCG shall cause the Executive to devote sufficient
business time, skill and efforts to the business of the Company to
perform such duties and responsibilities.
3. COMPENSATION AND BENEFITS.
a) FEE. During the Services Period, the Company shall pay to SCG, in
consideration for providing the services of the Executive under this
Agreement, the amount of $250,000 per annum, payable in arrears not
less frequently than monthly (the "Base Fee").
b) ANNUAL INCENTIVE PAYMENT. During 1999, SCG shall be eligible to
earn an annual incentive payment upon the Executive's satisfaction of
performance criteria contained in the Company's incentive payment plan
("Performance Incentive Plan"). The Company reserves the right to
amend, supplement or cancel its Performance Incentive Plan at any time
for any reason or for no reason. The final determinations as to the
actual corporate and individual performance against the preestablished
goals and objectives and the amount of any additional incentive
payment in relationship to the Executive's performance will be made by
the Company in its sole discretion and the incentive payment, if any,
shall be paid to SCG at such time as other incentive payments are paid
to the Company's officers and executives. For the period May 21, 1998,
through December 31, 1998, SCG shall receive a guaranteed incentive
payment equal to 50% of the Base Fee prorated in proportion to the
number of days in such period.
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c) NO OTHER BENEFITS. For the term of the Services Period, the
Executive shall not be entitled to participate in the various benefit
plans which the Company extends to its employees.
d) BUSINESS EXPENSES. During the Services Period, the Company shall
promptly reimburse SCG for all documented reasonable and necessary
business expenses incurred in connection with the performance of the
Executive's duties under this Agreement in accordance with the
Company's policies and standards for reimbursement and documentation.
4. TERMINATION OF SERVICES.
(a) TERMINATION FOR CAUSE. The Company may terminate this
Agreement for cause or without cause. For purposes of this Agreement,
and subject to SCG's opportunity to cure as provided in Section 4(c)
hereof, the Company shall have "cause" to terminate this Agreement for
any of the following reasons:
(i) SCG or the Executive commits any act or omission
which represents a material breach in any respect of the terms
of this Agreement (including the Confirmation of Agreement
signed by the Executive in connection with this Agreement);
(ii) the Executive commits any act of gross
misconduct that, in the reasonable good faith opinion of the
Company, is or may be injurious to the Company.
(iii) the Executive's gross negligence or wanton and
reckless acts or omissions in the performance of his duties.
(iv) the Executive's commits a felony under the laws
of the United States or any state or political subdivision
thereof as to which the Executive shall have plead guilty or
have been convicted; or
(v) SCG becomes insolvent, or if bankruptcy or other
insolvency proceedings are instituted against SCG or its
assets are attached by a creditor and such proceedings are not
terminated within 60 days.
(b) TERMINATION FOR GOOD REASON. SCG shall have the right at
any time to terminate this Agreement for good reason or for no reason.
For purposes of this Agreement, and subject to Company's opportunity to
cure as provided in Section 4(c) hereof, SCG shall have "good reason"
to terminate this Agreement if such termination shall be the result of:
(i) a material diminution during the Services Period
in the Executive's title, duties, reporting relationship or
responsibilities as set forth in Section 2 hereof;
(ii) a breach by the Company of the payment
provisions of Section 3 hereof; or
(iii) a material breach by the Company of the terms
of this Agreement.
(c) NOTICE AND OPPORTUNITY TO CURE. Notwithstanding the
foregoing, it shall be a condition precedent to a party's right to
terminate this Agreement for "cause" or "good reason" that (i) the
party seeking the termination shall first have given the other party
written notice stating with specificity the reason for the termination
("Event of Breach") and (ii) if such Event of Breach is susceptible of
cure or remedy, a period of thirty (30) days from and after the giving
of such notice shall have elapsed without the party receiving such
notice having effectively cured or remedied such Event of Breach.
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(d) TERMINATION UPON DEATH OR DISABILITY. The Services Period
shall be terminated by the death of the Executive. The Services Period
may be terminated by the Company if the Executive shall be rendered
incapable of performing his duties hereunder because of any physical or
mental impairment which reasonably can be expected to continue, or does
continue, for a period of three (3) or more months from the first day
of such impairment. The Company shall give SCG thirty (30) days prior
written notice of intent to terminate by reason of physical or mental
impairment of the Executive.
5. CONSEQUENCES OF TERMINATION.
(a) TERMINATION FOR CAUSE OR WITH GOOD REASON. In the event of
termination of this Agreement by the Company without "cause" (other
than termination upon death or disability), or by SCG for "good
reason", the Company shall pay to SCG (i) the Base Fee in the amount,
at the times and in the manner set forth in Section 3(a) hereof until
December 31, 1999, and (ii) to the extent not previously paid, the
incentive payment payable by the Company pursuant to Section 3(b)
hereof for 1998.
(b) TERMINATION UPON DISABILITY. In the event of termination
of this Agreement by the Company by reason of physical or mental
impairment of the Executive pursuant to Section 4(d) hereof, the
Company shall pay SCG (i) periodic payments of the Base Fee as in
effect immediately prior to such termination for a period of 6 months;
and (ii) a portion of the annual incentive payment SCG would have
received pursuant to Section 3(b) hereof had this Agreement continued
through the end of the Company's fiscal year, such portion being the
amount of such incentive payment reduced by a percentage of the fiscal
year elapsed between the date of termination and the end of the
Company's fiscal year.
(c) TERMINATION UPON DEATH. In the event of termination of
this Agreement by the Company by reason of the Executive's death, the
Company shall pay to SCG a portion of the Base Fee and incentive
payment calculated in accordance with Section 5(b) above reduced by the
amount of any life insurance benefits payable to beneficiaries (other
than the Company) designated by the Executive under policies of
insurance the premiums for which were paid entirely by the Company, if
any.
(d) OTHER TERMINATIONS. In the event of termination of the
Executive's employment hereunder for any reasons other than those
specified in Sections 5(a) through 5(c), SCG shall not be entitled to
any fee or other compensation under this Agreement.
6. CONFIDENTIALITY. SCG shall not during the Services Period or at any
time thereafter for any reason, directly or indirectly, divulge,
disclose or communicate to any person or entity any confidential
information or trade secrets concerning the business of the Company,
including, without limitation, the techniques, methods or systems of
its operations or management, any information regarding its financial
conditions or practices, or any other material information concerning
the business of the Company or its clients or customers (collectively,
the "Business"). SCG shall cause the Executive to comply with the terms
of this Section 6; provided however, that the provisions of the Section
6 shall not apply to (i) information disclosed by the Executive in the
performance of the Executive's duties to the Company based on his good
faith belief that such a disclosure is in the best interests of the
Company; (ii) information that is, at the time of its disclosure,
public knowledge, (iii) information disseminated by the Company to
third parties in the ordinary course of business; (iv) information
lawfully received by SCG or (v) information required to be disclosed by
applicable legal authority having jurisdiction over SCG or the
Executive.
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7. INVENTIONS. The Executive's functions hereunder include the making
of technical and managerial contributions of value to the Company. SCG
shall, and shall cause the Executive to, assign to the Company all
right, title and interest in such contributions and inventions, whether
or not patentable, made or conceived by the Executive alone or jointly
with others during the Services Period which relate to the Business.
This assignment shall include (a) the right to file and prosecute
patent applications for such inventions in any and all countries, (b)
the patent applications filed and patents issuing thereon, and (c) the
right to obtain copyright, trademark or trade name protection for any
such work product. SCG shall, and shall cause the Executive to,
promptly and fully disclose all such contributions and inventions to
Company and will assist Company in obtaining and protecting the rights
therein in any and all countries. SCG will retain, however, all right,
title and interest in and to inventions made by the Executive not
related to or useful in the Business.
8. NON-COMPETITION. SCG shall not, and shall cause the Executive to
not, during the Services Period and for a period of one year
thereafter, without the approval of the CEO, directly or indirectly,
alone or as a partner, joint venturer, officer, director, employee,
consultant or investor of or in any entity (whether or not for
pecuniary advantage) directly compete with any product or service of
the Company or with any entity which, during the Services Period, to
the knowledge of SCG or the Executive, the Board of Directors or the
executive officers of the Company actively considered as a potential
acquisition or merger partner or any affiliate of the foregoing. For
the purposes of this Section 8, SCG's current operations and the
Executive's participation in the temporary staffing business of IPG
Services; Ad Hoc Legal Resources; Ad Hoc, Inc.; PEO 101, L.L.C. and PEO
102, L.L.C. (as well as entities similar to PEO 101, L.L.C. established
after the date hereof), both doing business as Key Human Resources
Management; and SCG as presently configured and operated shall not be
deemed in direct competition with the products or services of the
Company. During the period that the restriction on competition applies,
SCG shall not, and shall cause the Executive to not, without the prior
written consent of the Company, solicit any employee of the Company or
any current or future subsidiary or affiliate thereof to terminate his
or her employment with the Company.
9. INJUNCTIVE RELIEF. The parties agree that a breach or violation by
SCG or the Executive of Sections 6, 7 or 8 will result in immediate and
irreparable injury and harm to the Company and that the Company shall
have, in addition to any and all remedies of law and other consequences
under this Agreement, the right to seek an injunction, specific
performance or other equitable relief to prevent the violation of the
obligations hereunder. It is expressly understood and agreed that,
although SCG and MSX consider the restrictions contained in Sections 6
and 8 reasonable for the purpose of preserving for MSX its proprietary
rights, going business value and goodwill, if a final judicial
determination is made by a court or other tribunal having jurisdiction
that the time or territory or any other restriction contained in
Sections 6 or 8 above is an unenforceable restriction against SCG, the
provisions of such restriction shall not be rendered void but shall be
deemed amended to apply to such maximum time and territory and to such
other extent as such court or tribunal may judicially determine or
indicate to be reasonable.
10. NOTICE. All notices required or desired to be given pursuant to
this Agreement, shall be in writing and shall be sent or delivered by
United States Mail or by confirmed facsimile transmission addressed as
follows:
IF TO THE COMPANY: MSX International, Inc.
Attn.: E.H. Billig, Chairman
275 Rex Boulevard
Auburn Hills, MI 48326
Facsimilie: (248) 299-1010
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WITH A COPY TO: General Counsel
MSX International, Inc.
275 Rex Boulevard
Auburn Hills, MI 48326
Facsimilie: (248) 299-1013
IF TO SCG: St. Clair Group
15840 Lakeview Ct.
Grosse Pointe, MI 48230
(313) 823-6280
or to such other such respective addresses as the parties hereto shall designate
to the other by like notice, provided, that a change of address shall be
effective only upon receipt thereof.
11. ARBITRATION. Except as provided in Section 9 hereof, any dispute or
controversy arising under or in connection with this Agreement shall be settled
exclusively by arbitration in accordance with the Commercial Arbitration Rules
of the American Arbitration Association. The arbitration shall be held in the
general area of Metropolitan Detroit, shall be final and binding and judgement
may be entered upon the award.
12. WAIVER OF BREACH. Any waiver of any breach of the Agreement by either party
shall not be construed to be a continuing waiver or consent to any subsequent
breach on the part of the other party.
13. NON-ASSIGNMENT; SUCCESSORS. Neither party hereto may assign its rights or
delegate its duties under this Agreement without the prior written consent of
the other party; provided, however, that this Agreement shall ensure to benefit
of and be binding upon the successors and assigns of the Company upon any sale
of all or substantially all of the Company's assets or upon any merger,
consolidation, stock exchange or reorganization of the Company.
14. NON-EMPLOYEE STATUS. The Executive shall not be an employee of the Company.
Any taxes or contributions levied by any law based upon payroll of or employment
of or by the Executive shall be paid by and shall be the exclusive liability of
SCG.
15. INDEMNIFICATION. SCG shall indemnify the Company and its subsidiaries and
affiliates, and their directors, officers, employees, agents and other
representatives, and hold each of them harmless from and against any and all
claims, losses, expenses, liabilities, demands, obligations, costs, attorneys
fees or damages of every kind and character without limitation and without
regard to the cause or causes thereof or the negligence of any party, arising in
any way out of any injury to the Executive or with respect to the Executive's
status as an employee of SCG. The obligations described in this Paragraph 15
shall be deemed continuous and shall survive any expiration or termination of
this Agreement.
16. SEVERABILITY. If any provision of this Agreement shall be invalid or
unenforceable for any reason, the remainder of this Agreement shall be
unaffected and shall continue in full force and effect.
17. AUTHORITY. SCG and the Company each warrant one to the other that it has
full power and authority to enter upon this Agreement and that the entry by it
upon this Agreement and its performance hereunder shall not constitute a breach
of any other covenant or agreement to which it is a party or by which it is
bound.
18. GOVERNING LAW. This Agreement shall be construed and enforced in accordance
with the laws of the State of Michigan without giving effect to the choice of
law principles thereof.
19. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the
Company and SCG with respect to the subject matter hereof and supersedes any and
all prior representations, agreements or understandings, whether written or
oral. This Agreement may be amended or modified only by written instrument
executed by the Company and SCG.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first set forth above.
MSX INTERNATIONAL ENGINEERING
SERVICES, INC.
BY: /S/ FREDERICK K. MINTURN
-------------------------------------
ITS:
ST. CLAIR GROUP
BY: /S/ ROGER FRIDHOLM
-------------------------------------
ITS:
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CONFIRMATION OF AGREEMENT
I acknowledge and accept the foregoing Agreement between St.
Clair Group ("SCG") and MSX International Engineering Services, Inc.
("MSX") effective as of May 21, 1998 (the "Agreement"), and I agree to
be bound by the provisions thereof which concern me as the Executive. I
confirm in particular, but without limiting the generality of the
foregoing, that:
1. I will serve as the Executive within the meaning of
the Agreement for MSX, and I will fully comply with
all undertakings of the Executive provided in the
Agreement.
2. All rights to designs, inventions, improvements,
technical information know-how, technology,
suggestions or intellectual property rights which I
develop will accrue solely and exclusively to SCG,
and SCG shall have the right to transfer them to MSX
pursuant to the terms of the Agreement.
3. All claims for compensation which I may have on any
legal basis whatsoever are against SCG and I release
MSX from any responsibility for such claims.
4. I will adhere to the provisions of Section 2(b) of
the Agreement relative to devotion of sufficient
business time, skill and efforts to MSX, provided
that I may (i) make and manage personal business
investments of my choice; (ii) serve in any capacity
with any civic, educational or charitable
organization or any trade association without seeking
or obtaining approval of the CEO; and (iii) serve as
a director or officer of IPG Services Corporation
("IPG Services"), but not as an employee thereof;
provided however, that such activities and service do
not materially interfere or conflict with the
performance of my duties. I shall also be permitted
to serve on the boards of directors of Comerica Bank,
MCN Energy, The Stroh Brewery Company and the Stroh
Companies, Inc., MascoTech, Inc., and, with the
approval of the CEO, on the boards of directors of
other corporations.
5. I will adhere to the provisions of Sections 6 and 8
of the Agreement relative to confidentiality and
non-competition, respectively.
6. I agree that Sections 6, 7 and 8 of the Agreement may
be enforced against me with respect to my obligations
as Executive by MSX or SCG in the manner set forth in
Paragraph 9 of the Agreement.
7. In consideration of my agreeing to serve as the
Executive under the Agreement, MSX has agreed to sell
to me, and I have agreed to purchase, 2,000 shares of
MSX Class A common stock at $40 per share (the
"Shares"). I understand that issuance of the Shares
is subject to my execution of a Management
Subscription Agreement and related documents and will
be governed by a Stockholders' Agreement among MSX,
MascoTech, Inc., Citicorp Venture Capital and others
as well as ancillary agreements relative thereto,
copies of which have been previously provided to me.
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This confirmation of Agreement shall inure to the benefit of, and be
enforceable by, both SCG and MSX or either of them, and cannot be modified
except with the express written consent of both SCG and MSX.
Dated: May 21, 1998 /s/ Roger Fridholm
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Roger Fridholm
Accepted and Agreed: Accepted and Agreed:
ST. CLAIR GROUP MSX INTERNATIONAL ENGINEERING
SERVICES, INC.
By: /s/ Roger Fridholm By: /s/ Frederick K Minturn
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