exv10w1






ASSISTANCE AND PROVISION OF SERVICES AGREEMENT




BETWEEN THE UNDERSIGNED




MICROWAVE VISION




Public Limited Company with share capital of €691,041, Companies’ register no. 340 342 153




17 avenue de Norvège




91953 COURTABOEUF CEDEX




Hereinafter referred to as “The Microwave Vision Group”




or “MVG”




AND




The following two companies and five establishments:




     - The companies:



	 	 	 
	ORBIT/FR, Inc

	 	SATIMO Industries SAS
	506 Prudential Road,

	 	17, avenue de Norvège
	Horsham, PA 19044

	 	 91953 Courtaboeuf
	USA

	 	FRANCE






     - The MVG establishments:



	 	 	 	 	 
	SATIMO Italy

	 	SATIMO USA
	 	SATIMO Hong-Kong
	Via dei Castelli Romani, 59

	 	2105 Barrett Park Dr., 
	 	Suite 702, 7th floor Cyberport 1
	00040 Pomezia (Roma)

	 	Suite 104
	 	100 Cyberport Road
	ITALY

	 	Kennesaw, GA 30144
	 	Pok Fu Lam,
	 

	 	USA
	 	HONG KONG
	 
	 	 	 	 
	SATIMO Japan

	 	SATIMO Sweden	 	 
	6-20-11 Shinbashi-IK Bldg. 1F

	 	Sofierogatan 3A	 	 
	Shinbashi, Minato-ku

	 	412 51 Gothenburg	 	 
	Tokyo 105-0004, JAPAN

	 	SWEDEN	 	 






Hereinafter referred to as “the subsidiaries”




WHEREAS:




 









 





 2. 



MVG is a company that directly holds the majority of the share capital of the subsidiaries, thus
forming an economic group.



The subsidiaries exercise activities in microwave imaging including instrumentation, measurement
and testing of electromagnetic fields. There are subsidiaries that have no commercial activity.



In order to facilitate their operations and to ensure the cohesion of the group, it has been
decided that MVG will define the major strategies and centralise the management and commercial
functions for all the subsidiaries. This centralisation, prepared during the second half-year 2008,
began on the first of January 2009.



NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:



Article 1
— Object of the agreement



This agreement sets out the conditions under which MVG provides advice and assistance to the
subsidiaries, as part of their day-to-day management or on the occasion of one-off operations.



Under the terms of this work, MVG agrees to provide the subsidiaries with the following services.



Article 2
— Services provided and areas of contribution



2.1 In the day-to-day management of:



- General management: drawing up a strategy, relations with shareholders, definition and
control of the implementation of the companies’ development and external growth policy, study,
drafting and control of the introduction of the industrial, commercial, legal and financial
projects required for developing, organising, managing and structuring of the companies.



- Human resources: selecting and recruiting key personnel, encouraging mobility between
subsidiaries, managing the personnel policy, implementing the motivation schemes, introducing tools
for monitoring working hours, advice for implementing group procedures regarding ethics, company
monitoring.



- Finances, accounting, taxation, management control: supervising the accounting and financial
services, coordinating teams and choice of development tools, coordinating management and budget
control, cash-flow management, fiscal taxation, etc.



- Purchasing: defining the purchasing policy, listing suppliers, negotiating discounts and sales
conditions, procurement policy.



- Communications and marketing: drafting, planning and implementation of marketing and internal and
external communication strategies and the introduction of related tools, procedures and models,
support for the development of products and services.



- Sales: organising and supervising the sales forces, managing the distribution network, monitoring
all of the subsidiaries’ opportunities, drafting customer approach strategies by geographical zone
and by market in order to develop opportunities by using all of the subsidiaries’ product
portfolios.



- Software development: development, standards and quality methods, developing a modules library
accessible to all the subsidiaries, selecting tools, platforms and equipment.



- Network: selecting tools, platforms and equipment required for creating a network for the
subsidiaries and MVG, in order to facilitate and encourage communication between the various
subsidiaries and between the subsidiaries and MVG, maintaining the infrastructure.



- Legal: legal operations and legal obligations.




 









 





 3. 



- Trademark: right to use the “MICROWAVE VISION” name.




2.2 As part of one-off operations



MVG agrees to provide the subsidiaries with advice and assistance as part of one-off operations
concerning them, such as, and without this list being exhaustive: external growth operations,
disposals, restructuring, etc.



As part of this work MVG undertakes to do everything possible to safeguard the interests of the
subsidiaries and ensure their businesses run smoothly.



Notwithstanding the assistance services that will be provided to the subsidiaries by MVG, they will
continue to assume full responsibility for their operating results; therefore, MVG can in no case
assume liability for actions carried out by the subsidiaries




- Article 3 — Remuneration



The nature, diversity and frequency of the services likely to be carried out by virtue of this
agreement are such that individual invoicing of the services rendered by MVG will not be possible.



Therefore, the parties agree that the provision of services rendered will be paid under the
following conditions:




3.1 Remuneration of the services provided for subsidiaries exercising a commercial activity



In return for the assistance services, advice provided, and centralised management of the group,
MVG will invoice these services on the basis of the cost budgeted for the year for the entire
expenditure linked to the aforementioned services. The amount will be distributed between each
company and according to the gross margin budgeted for at the start of the year for each company.
To this amount, a 5% (five percent) margin will be applied.



This remuneration will be reviewed annually at the start of the year based on the budget as
approved by the board of directors.



Invoices will be sent by MVG to its subsidiaries quarterly in advance.



Invoices will be payable in cash by a deduction from a current account or by bank transfer within
sixty (60) days following receipt of the invoice.



At the end of each financial year, a credit or an invoicing adjustment will be drawn up based on
the gross margin realised and the expenditure actually incurred. In the event there are significant
differences between realised and budgeted gross margins, the amount of the final adjustment will be
subject to review and approval by the board of the companies. This credit or this additional
invoice will be determined in the three months after the closing date for the end of the financial
year.



MVG shall use the fees acquired hereunder for its operations and shall reinvest in the operating
companies no less than 2/3 (two-thirds) of the net income acquired thereby under this Agreement.




3.2 Remuneration of the services provided for subsidiaries without a commercial activity.



In return for the assistance services and advice provided, MVG will invoice subsidiaries, which do
not carry out any commercial activity a fixed annual fee of twenty-five thousand euros
(€25,000). Invoices will be payable in cash by a deduction from a current account or by bank
transfer within sixty (60) days following receipt of the invoice.




 









 





 4. 




3.3 Remuneration for the right to use the name “MICROWAVE VISION”



The right to use the name “MICROWAVE VISION” will be subject to separate invoicing, which shall be
1% (one percent) of the gross sales of each company and establishment. Invoicing will be drawn up
according to the budgeted gross sales. In the event there are significant differences between
realised and budgeted gross margins, the amount of the final image fee will be subject to review
and approval by the board of the companies.



This remuneration will be reviewed annually at the start of the year based on the budget as
approved of the board of directors.



Invoices will be sent by MVG to its subsidiaries quarterly in advance.



Invoices will be payable in cash by a deduction from a current account or by bank transfer within
sixty (60) days following receipt of the invoice.



At the end of each financial year, a credit or an invoicing adjustment will be drawn up based on
gross sales achieved. This credit or this additional invoice will be determined in the three months
after the closing date for the end of the financial year.




3.4 Remuneration of the services provided for subsidiaries for one-off work.



It is expressly agreed that in the event that a subsidiary entrusts one-off work to MVG, payment
for the said work will not be included in this remuneration but will be fixed beforehand by joint
agreement and will give rise to an amendment to this document.




Article 4
— Term



4.1 This agreement is signed for an initial term that will begin on 1st January 2009 and
end on 31 December 2009.



4.2 This agreement will be renewable by tacit agreement for periods of one (1) year, unless
terminated by one of the parties by sending a registered letter with acknowledgment of receipt to
the other party giving one (1) month’s notice before expiry of the current contractual period.



4.3 This agreement can be terminated early without legal action or formality other than that
provided for below in the following cases:



- as of right, in the event of bankruptcy, receivership or court-supervised liquidation of one or
other of the parties.



- as of right, between MVG and a subsidiary when MVG ceases to hold directly or indirectly at least
33% (thirty three percent) of the share capital;



- by declaration of termination: in the event of non-payment on its due date of a sum due by the
company or non-compliance by one of the parties with its contractual obligations. In the latter
case, the party that wants to invoke its right to termination must send the other party a formal
notice, by registered letter with acknowledgment of receipt, stating the payment default or
infringement and declaring the termination. The said termination then automatically takes effect on
the expiry of a period of one (1) month from the formal notice if, within this period, the
defaulting party has not fulfilled its obligations.



Subject to any damages that MVG may claim, particularly in the event of non-payment on its due date
of a sum due by the subsidiary, the cessation of this agreement can in no case give rise to the
payment of any indemnity.




 









 








 5. 



4.4. Each renewal of the agreement can give rise to the drafting of a document as required,
amending the content and price of the services.




Article 5
— Confidentiality



5.1. Due to the relations established between the parties through this agreement, each party is
likely to have access to confidential information belonging to the other party.



5.2. The confidentiality obligation, to which the parties agree, concerns all the information
provided under this agreement and all subsequent agreements, whatever the form and medium, sent by
one party to the other and designated as confidential information by the party which sends it by
affixing or inserting on their medium a stamp or an inscription or by the creation and handing over
or dispatch of a written notification to this effect or, when such information is disclosed
verbally, when the character of the confidential information has been brought to the attention of
the party receiving it at the time of its disclosure, and confirmed in writing as soon as possible.



5.3. Each contracting party agrees to treat as confidential all information obtained under this
agreement and all subsequent agreements and is prohibited from communicating to anyone, directly or
indirectly, all or part of the said information.

The parties undertake to ensure this obligation is complied with by their employees and any
participants of any kind, whether permanent or occasional, who could become aware of the
information during the performance of this agreement.



5.4. The aforementioned confidentiality obligation, which is a decisive factor in the parties’
obligations under this agreement, does not apply to information that:



- is known by the parties at the time this agreement is signed and of which they are in a position
to prove that they themselves or a third party other than the co-contracting party was aware before
this date;



- was already legally obtained by the co-contracting party from a source independent of the
co-contracting party;



- is in the public domain or may fall into it during the performance of this agreement other than
by the actions or omissions of the company and/or the managers, employees or beneficiaries and
participants of any kind whatsoever, whether permanent or occasional.



The co-contracting party concerned will be responsible for providing written proof of the existence
of any one of the conditions stipulated above. Neither party may claim that the receipt of the said
information is an innovation nor have it patented or protected in any way. This confidentiality
agreement shall be valid throughout the term of this agreement and all subsequent agreements and
will remain in force as long as the information does not fall into the public domain. It will
continue after any cancellation or termination of the agreement for any reason whatsoever.




Article 6
— Non-transferability



This agreement is signed intuitu personae (relating to a given person). It cannot be sold or
transferred, for any reason or under any terms whatsoever, unless with the specific and prior
agreement of the other party.




 









 








 6. 




Article 7
— Integral nature of the agreement



The provisions of this agreement express the entire wishes of the parties and prevail over all
earlier proposals or agreements relating to the subject herein.



Drawn up in Paris, France



On, August 14th, 2009



In as many copies as there are parties.






	 	 	 	 	 	 
	Microwave Vision Group, S.A.

	 	SATIMO Industries, S.A.S.
	 	Orbit/FR, Inc.	 
	 
	/s/ Philippe Garreau
	 	/s/ Philippe Garreau
	 	/s/ Per Iversen	 
	 
	 	 
	 	 
	 
	Ph. GARREAU

	 	Ph. GARREAU
	 	P. Iversen	 
	President and CEO

	 	President and CEO
	 	President and CEO	 






 









 







 7. 




AGREEMENT FOR THE PROVISION OF MEANS AND RESOURCES




BETWEEN THE UNDERSIGNED




The following two companies and five establishments:




      -  The companies:



	 	 	 
	ORBIT/FR, Inc

	 	SATIMO Industries SAS
	506 Prudential Road,

	 	17, avenue de Norvège
	Horsham, PA 19044

	 	 91953 Courtaboeuf
	USA

	 	FRANCE






      -  The MVG establishments:



	 	 	 	 	 
	SATIMO Italy

	 	SATIMO USA
	 	SATIMO Hong-Kong
	Via dei Castelli Romani, 59

	 	2105 Barrett Park Dr., 
	 	Suite 702, 7th floor Cyberport 1
	00040 Pomezia (Roma)

	 	Suite 104
	 	100 Cyberport Road
	ITALY

	 	Kennesaw, GA 30144
	 	Pok Fu Lam,
	 

	 	USA
	 	HONG KONG
	 
	 	 	 	 
	SATIMO Japan

	 	SATIMO Sweden	 	 
	6-20-11 Shinbashi-IK Bldg. 1F

	 	Sofierogatan 3A	 	 
	Shinbashi, Minato-ku

	 	412 51 Gothenburg	 	 
	Tokyo 105-0004, JAPAN

	 	SWEDEN	 	 






Hereinafter referred to as “the subsidiaries”




AND




MICROWAVE VISION



Public Limited Company with share capital of €691,041, Companies’ register no. 340 342 153



17 avenue de Norvège



91953 COURTABOEUF CEDEX




Hereinafter referred to as “The Microwave Vision Group”




or “MVG”




 









 








 8. 




WHEREAS:



MVG is a company that directly holds the majority of the share capital of the subsidiaries, thus
forming an economic group.



The subsidiaries exercise activities in instrumentation, measurement and testing of electromagnetic
fields.



In order to facilitate their operations and to ensure the cohesion of the group, it has been
decided that MVG will define the major strategies and centralise the management and commercial
functions of all the subsidiaries. This centralisation, prepared during the second half-year 2008,
began on the first of January 2009.



A proportion of the Human Resources and means of MVG are allocated to given legal organisations,
within the subsidiaries, due to their historical membership prior to the entry of these legal
entities within MVG. Any substantial modifications to the positions directly allocated to MVG will
be submitted for approval to the board of directors of the companies.




NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:




Article 1
— Object of the agreement



The purpose of this agreement is to determine the remuneration conditions and terms under which a
subsidiary can be asked to provide MVG with various means or resources.



It is expressly acknowledged that this way of operating does not affect the independence of the
parties, either at the level of their management or in the pursuit of their company purpose.




Article 2
— Remuneration of the provision of resources



2.1. The company that owns the resource will invoice the provision of such, at cost price
including:





	 	-	 	The gross annual remuneration of the employee; with remuneration being understood in
the widest sense (including benefits, for example) and for full-time work,
	 
	 	-	 	the rate of the social security charges (single average rate for the country),
	 
	 	-	 	full cost price by the square metre including the rental cost, rental charges, water,
electricity and the telephone divided by the surface area of the building of the subsidiary
to which the resource belongs, based on a fixed surface area of fifteen (15) square metres.




2.2. The company that owns the resource will invoice the work costs incurred by its resource on a
euro-by-euro basis.



2.3 Costs that are directly chargeable to the group function, particularly trade shows and
marketing campaigns, will be passed on by the subsidiaries to MVG on a euro-by-euro basis.




Article 3
— Terms of invoicing



Invoicing is drawn up quarterly.



Invoices will be payable in cash by a deduction from a current account or by bank transfer within
sixty (60) days following receipt of the invoice.




 









 








 9. 




Article 4
— Term



4.1 This agreement is signed for an initial term that will begin on 1st January 2009 and
end on 31 December 2009.



4.2 This agreement will be renewable by tacit agreement for periods of one (1) year, unless
terminated by one of the parties by sending a registered letter with acknowledgment of receipt to
the other party giving one (1) month’s notice before expiry of the current contractual period.



4.3 This agreement can be terminated early without legal action or formality other than that
provided for below in the following cases:



- as of right, in the event of bankruptcy, receivership or court-supervised liquidation of one or
other of the parties.



- as of right, between MVG and a subsidiary when MVG ceases to hold directly or indirectly at least
33% of the share capital;



- by declaration of termination: in the event of non-payment on its due date of a sum due by MVG or
non-compliance by one of the parties with its contractual obligations. In the latter case, the
party that wants to invoke its right to termination must send the other party a formal notice, by
registered letter with acknowledgment of receipt, stating the payment default or infringement and
declaring the termination. The said termination then automatically takes effect on the expiry of a
period of one (1) month from the formal notice if, within this period, the defaulting party has not
fulfilled its obligations.



Subject to any damages that the subsidiary may claim, particularly in the event of non-payment on
its due date of a sum due by MVG, the cessation of this agreement can in no case give rise to the
payment of any indemnity.



4.4. Each renewal of the agreement can give rise to the drafting of a document as required,
amending the content and price of the services.




Article 5
— Integral nature of the agreement of the parties



The provisions of this agreement express the entire wishes of the parties and prevail over all
earlier proposals or agreements relating to the subject herein.




 









 








 10. 



Article 6
— Integral nature of the agreement



The provisions of this agreement express the entire wishes of the parties and prevail over all
earlier proposals or agreements relating to the subject herein.



Drawn up in Paris, France



On, August 14th, 2009



In as many copies as there are parties.




	 	 	 	 	 
	Microwave Vision Group, S.A.

	 	SATIMO Industries, S.A.S.
	 	Orbit/FR, Inc.
	 
	/s/
Philippe
Garreau	 	/s/
Philippe
Garreau	 	/s/
Per
Iversen
	Ph. GARREAU

	 	Ph. GARREAU
	 	P. Iversen
	President and CEO

	 	President and CEO
	 	President and CEO