Exhibit 10.1
MANAGEMENT SERVICES
AGREEMENT
AGREEMENT, effective as of September 1, 2009, by
and between SP Corporate Services LLC (“SP Corporate”),
a Delaware limited liability company, having an office at 590
Madison Avenue, 32nd Floor, New York, New York 10022, and Del
Global Technologies Corp., a New York corporation (the
“Company”), having an office at 50B N. Gary Avenue,
Roselle, Illinois 60172.
W I T N E S S E T H:
WHEREAS, the Company desires to have SP
Corporate furnish certain services to the Company, as set forth on
Exhibit A attached hereto as it may be amended from time to
time pursuant to the terms hereof (the “Services”), and
SP Corporate has agreed to furnish Services, pursuant to the terms
and conditions hereinafter set forth; and
WHEREAS, this Agreement has been approved by the
Audit Committee of the Board of Directors of the Company (the
“Board”) and recommended Board approval, and a majority
of the disinterested directors of the Company has voted to approve
this Agreement.
NOW, THEREFORE, the parties hereto, intending to
be legally bound, hereby agree as follows:
Section
1.
Engagement of SP Corporate .
1.01. During
the term of this Agreement, SP Corporate shall provide to the
Company such Services, as more fully described and defined on
Exhibit A , as may be necessary or desirable or as may be
reasonably requested or required, in connection with the business,
operations and affairs, both ordinary and extraordinary, of the
Company and its subsidiaries and affiliates.
In performing Services, SP Corporate shall be
subject to the supervision and control of the disinterested
directors of the Company. In no event shall SP Corporate
incur an obligation or enter into any transaction on behalf of the
Company involving in excess of $50,000 without the prior approval
of the disinterested directors of the Company.
1.02. While
the amount of time and personnel required for performance by SP
Corporate hereunder will necessarily vary depending upon the nature
and type of Services, SP Corporate shall devote such time and
effort and make available such personnel as may from time to time
reasonably be required for the performance of Services
hereunder. Notwithstanding the foregoing, SP Corporate
shall make John J. Quicke available to act as, and he shall devote
such time and effort as is necessary to fulfill the statutory and
fiduciary duties of, the President and Chief Executive Officer of
the Company until such time as otherwise instructed or removed by
the board of directors of the Company or the resignation of John J.
Quicke in any of the capacities.
1.03.
Exhibit A may be amended from time to time to provide for
additional Services, the elimination of certain Services, increases
or decreases to the compensation paid hereunder, or other changes,
upon the mutual agreement of the parties hereto.
Section
2.
Term .
This Agreement shall commence effective as of
September 1, 2009, and shall terminate immediately upon written
notice given to the other party or immediately upon the death of
John J. Quicke. The Company shall have the right during
(but not after) the term of this Agreement, but not the obligation,
to obtain and maintain one or more policies of life insurance on
the life of John J. Quicke at the Company’s sole cost
and expense, and John J. Quicke agrees to cooperate fully and
execute such reasonable documents as the Company shall request in
connection with such insurance.
Section
3.
Payments to SP Corporate .
3.01. In
consideration of Services furnished by SP Corporate hereunder, the
Company shall pay to SP Corporate a fixed monthly fee as set forth
in Section 3.02, which shall be adjustable annually upon mutual
agreement by the parties or at other times upon the amendment of
Exhibit A pursuant to Section 1.03. In
addition, the Company shall promptly reimburse SP Corporate and
John J. Quicke for certain expenses, including legal expenses, as
well as all reasonable and necessary business expenses, incurred on
behalf of the Company.
3.02. The
Company shall pay SP Corporate a fixed monthly fee in cash in
amount set forth on Exhibit A in advance on the first day of
each month.
Section
4.
Limitation on Liability .
To the fullest extent permitted by law and as
consistent with the Company’s Amended and Restated Bylaws and
Certificate of Incorporation, as may be amended from time to time
(the “Company's Charter Documents”), SP Corporate shall
not be liable to the Company, any affiliate thereof or any third
party for any losses, claims, damages, liabilities, penalties,
obligations or expenses, including reasonable legal fees and
expenses, of any kind or nature whatsoever due to any act or
omission in connection with the rendering of Services hereunder,
unless that act or omission constitutes gross negligence, willful
misconduct or fraud. Further, SP Corporate shall
reasonably rely on information provided to it about the Company, if
any, that is provided by the Company or the Company’s
affiliates, employees or agents. In no event shall SP
Corporate be liable for any error or inaccuracy of any report,
computation or other information or document produced in accordance
with this Agreement, for whose accuracy the Company assumes all
responsibility, unless resulting from the gross negligence or
willful misconduct of SP Corporate or SP Corporate’s
officers, directors, employees or agents.
Section
5.
Indemnity and D&O Insurance .
To the fullest extent permitted by law and as
consistent with the Company's Charter Documents, the Company shall
defend, indemnify, save and hold harmless SP Corporate and John J.
Quicke from and against any claims, liabilities, damages, losses,
costs or expenses, including amounts paid in satisfaction of
judgments, in compromises and settlements, as fines and penalties
and legal or other costs and reasonable expenses of investigating
or defending against any claim or alleged claim of any nature
whatsoever resulting from SP Corporate’s or John J.
Quicke’s activities or services under this Agreement (a
“Claim”), except to the extent occasioned by the gross
negligence or willful misconduct of SP Corporate, John J. Quicke or
SP Corporate’s officers, directors, employees or
agents. At the written request of SP Corporate and/or
John J. Quicke, the Company will advance to them the legal or other
costs and reasonable expenses of investigating or defending against
any Claim in advance of the final disposition of such
Claim. To the fullest extent permitted by law and as
consistent with the Company’s Charter Documents, the
Company’s obligation to indemnify SP Corporate
hereunder
