Exhibit 10.19
MODIFICATION NUMBER 1 TO
AMENDMENT TO PARTNERSHIP
AGREEMENT OF LAUREL TECHNOLOGIES PARTNERSHIP
This Modification Number 1 to
Amendment to Partnership Agreement of Laurel Technologies
Partnership (“Modification Number 1”) is dated as of
December 30 th,
2005 (the “Effective
Date”), and is by and between Laurel Technologies, Inc.,
now known as Sunburst Management, Inc., a Pennsylvania
corporation (“Laurel”), and DRS Systems Management
Corporation, a Delaware corporation (“DRS”).
Laurel and DRS may also be referred
to individually as a “Party” or collectively as the
“Parties.”
WHEREAS, by way of a Partnership
Agreement dated December 13, 1993, the Parties formed a
Partnership for the Business and related activities necessary and
appropriate to effect the Business; and
WHEREAS, by Amendment to Partnership
Agreement of Laurel Technologies Partnership dated August 3,
1999 (the “Amendment”), the Parties agreed, inter alia,
to undertake activities and programs the income from which would
not be allocated in accordance with the Partnership Percentage
Interest; and
WHEREAS, the Parties agree to
further expand the concepts adopted in the Amendment through this
Modification Number 1.
NOW, THEREFORE, in consideration of
the mutual covenants set forth herein, and for good and other
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Laurel and DRS hereby agree as
follows:
1.
Section 1.2 is revised by
adding 1.2(a)(1) as follows: “Assigned Indirect
Costs” shall mean the portion of those costs classified as
either Allocable Indirect Costs or Indirect Costs assigned to the
DRS requested services pursuant to mutual agreement between the
Partnership and specifically identified at Exhibit D as
“DRS Requested Services.”
2.
A new Section 2.3 is added as
follows:
2.3
DRS Requested Services
2.3.1 Should DRS request the use of Partnership
services (e.g., labor and / or facilities) for use on other DRS
initiatives or projects not part of the Partnership Business base
(“DRS Requested Services”) which are not considered
Partnership Programs, DRS Allocated Programs or DRS Requested
Programs but related to administrative / engineering activities
that may develop manufacturing opportunities for the Partnership,
DRS shall submit a written notice to Laurel of its desire to do so
at least seven (7) days prior to causing the Partnership to
commence work on such services. If, within seven (7) days
after receipt of such notice, Laurel does not deliver a written
objection thereto, which objection shall be limited to the
designation of such service as a DRS Requested Service (an
“Objection”), it shall be so designated. If, however,
Laurel delivers a timely Objection to the designation of the
service as a DRS Requested Service, DRS, at its sole option, may
(1) designate the service as a New Partnership Program to be
completed by the Partnership, (2) determine that the service
will not be undertaken by the Partnership, or (3) refer the
matter for dispute resolution as set forth in Section 4.3 of
this Amendment; provided, however, that the Partnership shall not
undertake the service pending resolution of the dispute.
2.3.2 All direct and indirect Costs incurred by the
Partnership associated with DRS Requested Services shall be
reimbursed by DRS.
2.3.3 It is anticipated that all DRS Requested
Services will have the potential to have a follow-on manufacturing
or hardware program. In the event the Partnership is involved in
the marketing or development effort related to the DRS
Requested
Services, any follow-on
manufacturing / hardware program will be a Partnership Program. If
the Partnership has no involvement in the marketing of the DRS
Requested Services, then it will be considered a DRS Allocated
Program (external customer) or a DRS Requested Program (internal
customer). A specific example of the application of this situation
would arise if DRS C3 wins an award of production through the
efforts of its Center for Software Excellence from an external
customer, the production would be awarded to the Partnership
through an inte
