exv10w15



 




Exhibit
10.15


MANAGEMENT SERVICES AGREEMENT




     MANAGEMENT SERVICES AGREEMENT made as of this 13 day of October, 2000 by and between Compass CS
Inc., a Delaware corporation with offices at 61 Wilton Road, Westport, Connecticut 06880 (the
“Company”) and Kilgore Consulting II LLC, a Connecticut limited liability company with offices at
61 Wilton Road, Westport Connecticut 06880 (“Kilgore”).



W
I T N E S S E
T H :




     WHEREAS, the Company is engaged in the business of providing temporary staffing and leasing
services (the “Business”); and



     WHEREAS, the Company desires to retain Kalgore to provide executive, financial, and managerial
oversight services to it relating to the Business on the terms herein set forth, and Kilgore has
capability enabling it to provide such services and is agreeable to providing the same on such
terms:



     NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is hereby agreed as
follows:




	 	1.	 	Term and Duties.





          For the five (5) year period commencing on the date hereof unless sooner terminated pursuant to the
provisions of paragraph 7 hereof (the “Initial Term”, and, as extended pursuant to the terms
hereof, the “Term”), Kilgore shall provide executive, financial, and managerial oversight services
to the Company and the Company’s subsidiaries from time to time. The nature of such services shall
be to critique and analyze the performance of the Company’s executive personnel and to assist them
to develop and plan the implementation of financing, internal growth and acquisition strategies;
however, Kilgore will not become involved in day to day operations. In general, such services shall
be provided by reviewing internal reports and financial statements and analyses prepared by the
executive officers of the Company and advising them as to matters covered by such reports as well
assisting them to formulate financial and corporate growth strategies. If so requested, appropriate
personnel of Kilgore will attend all meetings of the Board of Directors. It is understood that
persons who will provide services to the Company may be employees of Kilgore and will also have
such duties with Kilgore, and that, therefore, none of said persons will devote full business time
to the business of the Company, but that they will devote thereto only such time as may be
necessary from time to time properly to perform their duties. At the expiration of the Initial
Term, this Agreement shall automatically renew for an additional five
(5) year term unless either
party shall have notified the other of its intention not to renew this Agreement at least sixty
(60) days prior to the expiration of the Initial Term. Any such notice shall be given in accordance
with section 10(c) hereof.





	 	2.	 	Degree of Care.





          Kilgore shall use its best efforts to perform its services, and to cause its personnel to perform
their services, hereunder in a professional manner and with due care, but




 









 







shall have no liability to the Company or for any act or omission except for willful default
or gross negligence.





	 	3.	 	Fee.





          In full consideration and compensation for the services to be furnished by Kilgore to the
Company and its subsidiaries during the Term, the Company will pay to Kilgore and Kilgore will
accept an annual fee equal to 15/100ths of one percent (.15%) of annual revenues of the Company,
payable in quarterly installments in arrears, beginning on the Closing Date, with the first payment
due on December 31, 2000. Kilgore may elect to defer a portion or all of its fee for any such
installment due by written notice to the Company.





	 	4.	 	Expenses.





          (a) During the Term, the personnel of Kilgore assigned to perform duties hereunder will
engage in such travel as may be reasonably required in connection with the performance of those
duties. The Company will pay (or reimburse) all such reasonable expenses upon submission of proper
documentation.




          (b) The Company will pay for, or reimburse Kilgore for, all equipment and supplies bought by
Kilgore and specifically dedicated to the purposes of this Agreement
(e.g. computer supplies).
Kilgore shall not be entitled to reimbursement of incidental expense (e.g. use of Kilgore’s
offices) for purposes hereof.




          (c) Kilgore will pay all salaries, wages, bonuses, health and other insurance expenses,
pension fund payments, payroll taxes and withholding and the like applicable to its employees or
other personnel furnishing services hereunder, without right of reimbursement from the Company.




          (d) The Company will indemnify to the full extent permitted by law Kilgore and the personnel
of Kilgore who perform services hereunder against any claims which may be made against them by
reason thereof, except for claims due to the gross negligence or
willful misconduct of Kilgore.




     5. Duty
of Loyalty. The Company acknowledges that Kilgore is engaged in various
other businesses some of which may be competitive with the Business and that all persons who
perform services for the Company pursuant to this Agreement will be full time employees of Kilgore
and that their primary loyalty is to Kilgore. The mere fact of Kilgore’s business activities as
described above and the use of such employees to perform services for Kilgore shall in no way give
rise to any liability of Kilgore or such employees under this
Agreement.




	 	6.	 	Relationship Between Parties.





          The parties are not partners or joint venturers, and neither shall have any power or right to incur
any liability on behalf of the other party; provided, however, that any of the personnel of Kilgore
elected an officer of the Company, shall have power to obligate the




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Company as appropriate for his office. Each party shall discharge its own debt and
obligations without recourse against the other.





	 	7.	 	Defaults.
	 
	 	 	 	The following shall constitute events of default:





          (a) The failure of the Company to pay Kilgore any sums due it hereunder within ten (10) days
of written demand therefor by Kilgore.




          (b) The failure of either party to perform, keep or fulfill in any material respect any of
the other covenants, undertakings, obligations or conditions set forth in this Agreement or the
failure of Kilgore to perform the services required under this Agreement with the degree of care
set forth in Paragraph 2 hereof, and the continuance of such default for a period of thirty (30)
days after notice of said failure.




          Upon the occurrence of any of the events of default, the non-defaulting party may give to the
defaulting party notice of intention to terminate this Agreement and upon the expiration of a
period of sixty (60) days from the date of such notice specifying the cause therefor and if the
defaulting party shall fail to cure such defaults before the 60 day period should expire, this
Agreement shall terminate. In the event of default by the Company,
the parties acknowledge that the
damages of Kilgore would be substantial, but difficult to compute
with accuracy; accordingly,
Kilgore shall be entitled to receive in cash as an agreed upon amount of liquidated damages an
amount equal to 75% of all amounts payable under this Agreement from the date of default to the end
of the term discounted to present value using a 7% interest rate.




          The rights granted hereunder shall not be in substitution for, but shall be in addition to, any
rights and remedies available to the non-defaulting party hereunder by reason of applicable
provisions of law.





	 	8.	 	Waiver.





          The failure of either party to insist upon a strict performance of any of the terms or provisions
of this Agreement or to exercise any option, right or remedy herein contained, shall not be
construed as a waiver or as a relinquishment for the future of such term, provision, option, right
or remedy, but the same shall continue and remain in full force and effect. No waiver by either
party of any term or provision hereof shall be deemed to have been made unless expressed in writing
and signed by such party. In the event of consent by either party to an assignment of this
Agreement, no further assignment shall be made without the express consent in writing of such
party, unless such assignment may otherwise be made without such consent pursuant to the terms of
this Agreement. In the event that any portion of this Agreement shall be declared invalid by order,
decree or judgment of a court, this Agreement shall be construed as if such portion had not been
inserted herein except when such construction would operate as an undue hardship to Kilgore or the
Company or constitute a substantial deviation from the general intent and purpose of said parties
as reflected in this Agreement.





	 	9.	 	Assignment.




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          Neither party shall assign or transfer or permit the assignment or transfer of this Agreement,
or it rights or obligations hereunder without the prior written consent of the other; provided,
however, that the sale of substantially all the assets of Kilgore to, or the merger of Kilgore
into, a single entity or a group of entities under common control, shall not constitute an
assignment or transfer for purposes of this section.





	 	10.	 	Miscellaneous.





          (a)
Right to Make Agreement. The Company and Kilgore each warrant to the other
that neither the execution of this Agreement nor the consummation of the transactions contemplated
hereby shall violate any provision of law or judgment, writ, injunction, order or decree of any
court or governmental authority having jurisdiction over it; result in or constitute a breach under
any indenture, contract, other commitment or restriction to which it is a party or by which it is
bound; or require any consent, vote or approval which has not been taken, or at the time of the
transaction involved shall not have been given or taken. Each party covenants that it has and will
continue to have throughout the term of this Agreement and any extensions thereof, the full right
to enter into this Agreement and perform its obligations hereunder.




          (b)
Applicable Law; Jurisdiction. This Agreement shall be construed under and shall
be governed by the laws of the State of Connecticut. Each party unconditionally submits itself to
the exclusive jurisdiction of any Connecticut State Court or Federal Court of the United States of
America sitting in Connecticut. Each party unconditionally waives any objection that it may now
or hereafter have to the laying of venue of any suit, action or
proceeding in any such court and waives the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court. The parties hereby irrevocably waive trial by jury.




          (c)
Notices. Notices, statements and other communications to be given under the
terms of this Agreement shall be in writing and delivered by hand against receipt or sent by
certified or registered mail, return receipt requested:




	 	 	 	 	 
	 

	 	To the Company:
	 	Compass CS Inc.
	 

	 	 	 	c/o The Compass Group International LLC
	 

	 	 	 	61 Wilton Road, 2nd Floor
	 

	 	 	 	Westport, CT 06880
	 

	 	 	 	Attn: Elias Sabo
	 
	 	 	 	 
	 

	 	To Kilgore:
	 	Kilgore Consulting II LLC
	 

	 	 	 	61 Wilton Road, 2nd Floor
	 

	 	 	 	Westport, CT 06880
	 

	 	 	 	Attn: I. Joseph Massoud






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	 	With a Copy to:
	 	Phillips Nizer Benjamin
	 

	 	 	 	     Krim & Ballon LLP
	 

	 	 	 	666 Fifth Avenue 
New York, New York 10103-0084
	 

	 	 	 	Attn: Alan Shapiro, Esq.





A party may change its address for receiving notices, statement and other communications by notice
hereunder.




          (d)
Entire Agreement. This Agreement, together with other writings signed by the parties
expressly stated to be supplementing hereto and together with any instruments to be executed and
delivered pursuant to this Agreement, constitutes the entire agreement between the parties and
supersedes all prior understandings and writings.




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized officers on the year and day first above written.



	 	 	 	 	 	 	 
	 	 	COMPASS CS INC.
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	By:	 	/s/ Elias J. Sabo
	 	 	 	 	 
	 

	 	 	 	Name:
	 	ELIAS J. SABO
	 

	 	 	 	Title:
	 	Secretary
	 
	 	 	 	 	 	 
	 	 	KILGORE CONSULTING II LLC
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	By:	 	/s/ Elias J. Sabo
	 	 	 	 	 
	 

	 	 	 	Name:
	 	ELIAS J. SABO
	 

	 	 	 	Title:
	 	Principal of the Compass Group International, LLC, its Managing Member







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