EXHIBIT 10.33
GROUPE LIMAGRAIN HOLDING SERVICE AGREEMENT
THIS SERVICE AGREEMENT (the "Agreement") is made as of this 1st day of July,
1996, by and between LG SEEDS, INC., 0000 Xxxxx Xxx Xxxxxxxx Xxxxx, Xxxxxx,
XX 00000, a Delaware corporation (the "Company"), and GROUPE LIMAGRAIN
XXXXXXX, XX0, 00000 Xxxxxxx, Xxxxxx, a company organized under the laws of
France and registered in Riom, France under the Commercial Registration
Number B394892996.
WHEREAS, Groupe Limagrain Holding has certain expertise in the fields of
organization and control, finance and development, and human resources and
communication (the "Services");
WHEREAS, the provision of the Services by Groupe Limagrain Holding to the
Company would be of great value to the Company;
NOW, THEREFORE, in consideration of the above and the mutual covenants and
agreements set forth herein, the parties hereto agree as follows:
1. Provision of Services. Limagrain agrees to provide the following
specific Services to the Company (collectively, the "Specific Services");
-- With respect to strategic planning and development, Groupe Limagrain
Holding shall assist the Company, as the Company may request from time to
time, to do the following:
-- monitor the economic environment and the economic performance of the
competition;
-- analyze the economic performance of the Company in regard to the
changing environment;
-- provide the results of the monitoring and analysis performed
pursuant to (i) and (ii) above to the Company and advise Company
management in regard to business decisions; and
-- assist in the annual development of the Company's "10-year Plan,"
which Plan is the basis for the long-term strategy of the Company.
-- With respect to human resources and benefits, Limagrain shall assist
the Company, as the Company may request form time to time, to do the
following:
-- provide services to (1) evaluate human resource needs, (2) help manage
career evaluation for employees, and (3) evaluate potential
opportunities within Groupe Limagrain ;
-- provide support to design training programs for employees; and
-- provide support for evaluation and administration of the benefit
plans.
-- With respect to financing, Groupe Limagrain Holding shall assist the
Company, as the Company may request from time to time, to do the following:
-- provide support to analyze the Company's financial structure and to
adapt the Company's financial structure as necessary;
-- provide support for the Company's relationship with its bankers;
and
-- provide support to assist in the management of the Company's
short-term cash requirements.
-- With respect to audit and financial control, Groupe Limagrain Holding shall
assist the Company, as the Company may request from time to time, to do
the following:
-- provide support in the Company's negotiation with auditors; and
-- conduct internal audits to evaluate the internal controls of the
Company and to determine the accuracy of information and the adequacy
of procedures.
-- With respect to communication, Groupe Limagrain Holding shall provide
support to assist the Company in its communications regarding the
Company's affiliation with one of the largest seed companies in the world.
2. Board of Directors. Groupe Limagrain Holding shall pay the expenses of the
Directors it nominates to serve as members of the Company's Board of
Directors, and such Directors shall receive no remuneration from the
Company whatsoever.
3. Fees, Term and Termination. For the one-year period beginning on the
date of this Agreement, the Company agrees to pay Groupe Limagrain
Holding for the Specific Services provided to the Company in an amount
equal to the annual dollar amount set forth on Exhibit A attached hereto
(the "Annual Fee"). Either party may terminate this Agreement at the
end of such one-year period, and at the end of any subsequent one-year
period, upon thirty (30) days advance written notice.
If the Agreement is not so terminated, then the Agreement shall automatically
renew for a one-year period. Upon such automatic renewal, the parties agree
to negotiate in good faith the Annual Fee to be paid by the Company to Groupe
Limagrain Holding and to update Exhibit A accordingly. If the parties cannot
mutually agree on such Annual Fee within thirty (30) days, then
the Agreement shall be automatically renewed upon the same terms as the
preceding year. The Company shall pay the Annual Fee to Groupe Limagrain
Holding in four (4) quarterly installments on the last business day of each
fiscal quarter.
4. Entire Agreement. This Agreement, together with Exhibit A (as it may be
amended from time to time), which shall be incorporated herein by reference,
embodies the entire agreement and understanding between the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements
and understandings relating thereto.
5. Assignment. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted
assigns. No party hereto may assign any of its rights hereunder without the
prior written consent of the other party hereto.
6. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois. Except as otherwise
expressly provided herein, no provision hereof may be waived, amended or
otherwise modified except by a written agreement signed by each party hereto.
The headings of this Agreement are for purposes of reference only and shall
not limit or otherwise affect the meaning hereof. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an
original, but all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
LG SEEDS, INC.
LG SEEDS INC.
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: President - COO
GROUPE LIMAGRAIN HOLDING
By: /s/ Alain Catala
Name: Alain Catala
Title: Chief Executive Officer
