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EXHIBIT 10.6
TRUETIME, INC.
0000 Xxxx Xxxxx
Xxxxx Xxxx, Xxxxxxxxxx 00000
December ___, 1999
Re: Transition Services
Xxxxxx X. Xxxx, Xx.
President
OYO Corporation U.S.A
0000 X. Xxxxxxx Xxxx
Xxxxxxx, Xxxxx 00000
Gentlemen:
TrueTime, Inc., a Delaware corporation ("TrueTime"), hereby agrees with OYO
Corporation U.S.A., a Texas corporation ("OYO USA"), on behalf of itself and the
affiliates of OYO USA (other than TrueTime) (the "Affiliates"), as follows:
1. In connection with the proposed public offering of shares of common
stock of TrueTime(the "Offering"), TrueTime and OYO USA desire the assistance of
personnel of each company to assist in the transition to entirely separate
operations of the companies. In this regard, TrueTime will cause its employees
to cooperate with OYO USA in providing management assistance for OYO USA and its
affiliates for up to one year following the Offering (the "Transition Period").
To the extent requested, if at all, OYO USA will cause its employees and the
employees of its Affiliates to cooperate with TrueTime and its subsidiaries in
performing various administrative, tax, accounting, treasury, bookkeeping and
employee benefit functions for a period of one year following the Offering.
2. As compensation for the services provided pursuant to Paragraph 1, OYO
USA will pay TrueTime, for each hour of time of an officer or employee of
TrueTime or its subsidiaries dedicated to work requested by OYO USA, an hourly
rate equal to 1/1920 of the annual salary of such officer or employee). As
compensation for the services provided pursuant to Paragraph 1, TrueTime will
pay OYO USA, for each hour of time of an officer or employee of OYO USA or an
Affiliate dedicated to work requested by XxxxXxxx, an hourly rate equal to
1/1920 of the annual salary of such officer or employee).
3. In no event shall any officer or employee of either company or their
Affiliates be required to provide more than 50 hours per month of services under
this agreement. Services provided under this agreement are on an independent
contractor basis and no employer-employee or other relationship or agency
between the parties or their respective employees and the other party shall
arise or result from this agreement.
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Xxxxxx X. Xxxx
President
OYO Corporation U.S.A.
_____________________,1999
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4. TrueTime and OYO USA agree to promptly pay the other for services
provided under this agreement upon receipt of an invoice therefor.
5. TrueTime and OYO USA also agree that certain employees of OYO USA or
its Affiliates possibly may occupy premises held by TrueTime or its affiliates
on a temporary basis during the Transition Period. OYO USA shall compensate
TrueTime for such occupancy, if any, at a fair and reasonable rate based on a
fair allocation of the costs of such occupancy to TrueTime.
6. This agreement embodies the entire agreement between TrueTime and OYO
USA with respect to the subject matter hereof and supersedes all prior
agreements and understandings related to that subject matter. This agreement
should be construed and enforced in accordance with, and governed by, the laws
of the state of Texas. This agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
If this agreement is satisfactory to you, please so indicate by signing the
accompanying counterparts of this agreement and return one of the same to
TrueTime, whereupon this letter shall become a binding agreement between
TrueTime and OYO USA in accordance with its terms.
Very truly yours,
TrueTime, Inc.
By:
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Name: Xxxxxxxxx X. Xxxxxxx
Title: President
The foregoing agreement is hereby
agreed to as of the date hereof.
OYO Corporation U.S.A.
By:
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Name: Xxxxxx X. Xxxx, Xx.
Title: President
