EXHIBIT 10.2
EXECUTION COPY
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INTERCOMPANY SERVICES AGREEMENT
Dated as of July 23, 1996
by and between
CALCOMP TECHNOLOGY, INC.,
a Delaware corporation
and
LOCKHEED ▇▇▇▇▇▇ CORPORATION,
a Maryland corporation
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INTERCOMPANY SERVICES AGREEMENT
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This INTERCOMPANY SERVICES AGREEMENT (this "Agreement") is made and
entered into as of the 23rd day of July, 1996, by and between CALCOMP
TECHNOLOGY, INC., a Delaware corporation (collectively with its subsidiaries,
"CalComp Technology"), and LOCKHEED ▇▇▇▇▇▇ CORPORATION, a Maryland corporation
("Lockheed ▇▇▇▇▇▇").
WHEREAS, pursuant to Section 5.2(a) and 6.2 of the Plan of
Reorganization and Agreement for the Exchange of Stock of CalComp Inc. for Stock
of Summagraphics Corporation dated as of the 19th day of March, 1996, as amended
(the "Reorganization Agreement"), by and among Summagraphics Corporation
("Summagraphics"), Lockheed ▇▇▇▇▇▇ and CalComp Inc., a California corporation
("CalComp"), Summagraphics and Lockheed ▇▇▇▇▇▇ agreed to execute and deliver
this Agreement at the closing (the "Closing") of the transactions contemplated
by the Reorganization Agreement;
WHEREAS, pursuant to the Reorganization Agreement, Summagraphics
agreed to issue and deliver to Lockheed ▇▇▇▇▇▇ shares representing 89.7% of
Summagraphics' outstanding Common Stock, par value $.01 per share (the "Common
Stock"), on a fully diluted basis, in exchange for the transfer and delivery of
all the issued and outstanding capital stock of CalComp to Summagraphics, all
pursuant to and in accordance with the terms of the Reorganization Agreement;
WHEREAS, prior to the consummation of the transactions contemplated by
the Reorganization Agreement, Lockheed ▇▇▇▇▇▇ had provided certain services to
CalComp, which services CalComp Technology desires Lockheed ▇▇▇▇▇▇ to continue
providing to CalComp Technology after the Closing; and
WHEREAS, simultaneously with the execution and delivery of this
Agreement, the Closing has occurred.
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Summagraphics and Lockheed ▇▇▇▇▇▇ agree as follows:
1. CORPORATE SERVICES AND EMPLOYEE BENEFITS.
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(a) Beginning on the date hereof (the "Effective Date"), Lockheed
▇▇▇▇▇▇ shall provide to CalComp Technology all of the services set forth in
Exhibit A to this Agreement to the extent provided prior to Closing by Lockheed
▇▇▇▇▇▇ to CalComp ("Corporate Services"). To the extent provided in this
Agreement, Lockheed ▇▇▇▇▇▇ will include CalComp Technology in its insurance
coverage, including self-insurance, if applicable, ("Insurance"). In addition,
Lockheed ▇▇▇▇▇▇ has agreed to provide those employees who were employees of
CalComp immediately prior to the Closing with
benefit plans and programs and the corresponding administrative services which
were provided to employees of CalComp prior to Closing ("Benefit Plans"). The
Corporate Services and Benefit Plans may be provided in accordance with the
terms and conditions of this Agreement by (i) any affiliate or employee of
Lockheed ▇▇▇▇▇▇ or its affiliates or (ii) any third party, at the sole
discretion of Lockheed ▇▇▇▇▇▇.
(b) From time to time, Lockheed ▇▇▇▇▇▇ reviews its policies with
respect to the provision and cost of services and the methodologies of
allocating such costs among Lockheed ▇▇▇▇▇▇'▇ subsidiaries in respect of those
services that Lockheed ▇▇▇▇▇▇ provides to its subsidiaries in the normal course.
In the event that Lockheed ▇▇▇▇▇▇ determines that a reduction in the level of
such services (including the Corporate Services) or in the costs allocated to
subsidiaries in respect of such services generally, CalComp Technology would be
entitled to participate in the benefit associated with any such reductions.
2. CORPORATE SERVICES.
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(a) Fee. In exchange for the Corporate Services, CalComp Technology
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shall pay to Lockheed ▇▇▇▇▇▇ a fee (the "Services Fee") that will be determined
by Lockheed ▇▇▇▇▇▇ on a basis consistent with past practices, recognizing, to
the extent practicable, (i) Lockheed ▇▇▇▇▇▇'▇ percentage ownership of CalComp
Technology, (ii) CalComp Technology's requirements for certain services for
which CalComp or Summagraphics was previously charged by Lockheed ▇▇▇▇▇▇ and
other third parties, (iii) costs of obtaining services from third parties that
previously were provided to CalComp by Lockheed ▇▇▇▇▇▇. CalComp Technology
shall pay the Services Fee (which shall include an allocation of Lockheed
▇▇▇▇▇▇'▇ overhead costs) to Lockheed ▇▇▇▇▇▇ periodically in arrears on the last
business day of the period to which the Services Fee relates.
(b) Additional Corporate Services. At any time during the term of
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this Agreement, CalComp Technology may request that Lockheed ▇▇▇▇▇▇ provide
additional services to CalComp Technology. Upon any such request, the parties
will discuss in good faith, without obligation, an appropriate adjustment to the
Services Fee to reflect such additional services, after which CalComp Technology
shall notify Lockheed ▇▇▇▇▇▇ in writing whether it shall accept such additional
services and such adjustment.
(c) Term; Termination of Corporate Services. The term of Lockheed
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▇▇▇▇▇▇'▇ agreement to provide Corporate Services shall be for two (2) years from
and after the Effective Date, provided that (i) Lockheed ▇▇▇▇▇▇, at its option,
may terminate this Agreement upon not less than 90 days prior written notice (or
such other time as is reasonably agreed by the parties) to CalComp Technology at
any time that Lockheed ▇▇▇▇▇▇ no longer owns Common Stock representing more than
50% of all of the issued and outstanding Common Stock of CalComp Technology and
CalComp
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Technology may terminate this Agreement by providing not less than 90 days
written notice to Lockheed ▇▇▇▇▇▇ at any time that Lockheed ▇▇▇▇▇▇ owns Common
Stock of CalComp Technology representing less than 25% of its issued and
outstanding Common Stock.
3. (a) Insurance. Lockheed ▇▇▇▇▇▇ shall use its reasonable efforts
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to cause CalComp Technology to be covered under Lockheed ▇▇▇▇▇▇'▇ insurance
policies (including, without limitation, property, casualty, workers'
compensation and directors and officers liability policies) which will provide
to CalComp Technology the type of Insurance provided to Summagraphics, or, at
Lockheed ▇▇▇▇▇▇'▇ option, CalComp immediately prior to Closing, subject to
availability. Lockheed ▇▇▇▇▇▇ shall not be responsible for obtaining or
maintaining any insurance coverage for CalComp Technology other than as set
forth in the preceding sentence. CalComp Technology shall, within 30 days of
its receipt of a reasonably detailed invoice from Lockheed ▇▇▇▇▇▇, pay the
portion of the premiums and other charges for the Insurance attributable to the
coverage provided to CalComp Technology. The portion of such premiums and other
charges payable by CalComp Technology shall be allocated in good faith by
Lockheed ▇▇▇▇▇▇ in a manner to reflect the cost to Lockheed ▇▇▇▇▇▇ of the
insurance premiums and other charges that are properly attributable to CalComp
Technology (including an allocation of Lockheed ▇▇▇▇▇▇'▇ overhead costs related
to providing such insurance). The Insurance provided shall be subject to such
policies of insurance or self-insurance, and such guidelines or procedures in
respect of insurance or self-insurance, as Lockheed ▇▇▇▇▇▇ shall determine in
its sole and absolute discretion, provided that in the event the terms of the
Insurance change from those terms in effect immediately prior to the date
hereof, Lockheed ▇▇▇▇▇▇ agrees (a) to the extent Lockheed ▇▇▇▇▇▇ is aware of a
material change prior to the effective date of the change, to provide notice to
CalComp Technology of the change prior to its effective date, or (b) otherwise
to provide notice to CalComp Technology upon becoming aware of the change. It
is expressly agreed by CalComp Technology and Lockheed ▇▇▇▇▇▇ that any self-
insurance, retention or deductible shall be for the account of and be an
obligation of CalComp Technology, and that CalComp Technology's obligations in
respect of such self-insurance, retention or deductible shall survive the
termination of this Agreement.
(b) Termination of Insurance. Either CalComp Technology or Lockheed
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▇▇▇▇▇▇ may terminate all or any portion of the Insurance at any time on 90 days'
prior written notice to the other party hereto, subject to the terms of the
insurance coverage. Notwithstanding the foregoing, so long as Lockheed ▇▇▇▇▇▇
beneficially owns shares of Common Stock possessing 50% or more of the voting
power of all then-outstanding shares of capital stock, CalComp Technology may
not, without the prior written consent of Lockheed ▇▇▇▇▇▇, terminate all or any
portion of the Insurance without providing evidence satisfactory to Lockheed
▇▇▇▇▇▇ that CalComp Technology has obtained, or upon termination of such
Insurance will obtain, comparable insurance coverage. In the event
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all or any portion of the Insurance is terminated, if appropriate, the charges
therefor shall be adjusted equitably to reflect such termination.
4. EMPLOYEE BENEFIT PLANS.
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(a) Plans and Services. Prior to the Effective Date, employees of
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CalComp participated in the employee benefit plans sponsored by Lockheed ▇▇▇▇▇▇
listed on Exhibit B. On and after the Effective Date, employees who were
employees of CalComp immediately prior to the Closing shall continue to be
eligible to participate in the plans listed in Exhibit B subject to the terms of
the governing plan documents as interpreted by the appropriate plan fiduciaries.
Any person who is hired by CalComp Technology on or after the Effective Date
shall be eligible to participate in the plans listed on Exhibit B subject to the
terms of the governing plan documents as interpreted by the appropriate plan
fiduciaries. On and after the Effective Date, subject to regulatory
requirements, the Lockheed ▇▇▇▇▇▇ Corporate Benefits Department will continue to
provide such administrative services with respect to those plans listed on
Exhibit B in which employees of CalComp Technology continue to participate in
substantially the same manner as it provided prior to the Effective Date.
Except with respect to any employee who is hired by CalComp Technology on or
after the Effective Date, nothing contained herein shall be deemed to permit any
employee of CalComp Technology (other than any such employee who was an employee
of CalComp immediately prior to the Closing) to participate in any employee
benefit plan sponsored by Lockheed ▇▇▇▇▇▇ without the prior written consent of
Lockheed ▇▇▇▇▇▇, which consent may be withheld in Lockheed ▇▇▇▇▇▇'▇ sole and
absolute discretion.
(b) Direct Cost Reimbursement. CalComp Technology shall reimburse
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Lockheed ▇▇▇▇▇▇ for the direct costs associated with the plans in which CalComp
Technology's employees participate. For this purpose, direct costs associated
with the plans shall include those items charged to CalComp as direct costs
prior to the Effective Date or any other reasonable method selected by Lockheed
▇▇▇▇▇▇ for determining direct costs which included the cost of the benefits
(premiums and contributions) and administration and management fees of third
party providers and internal personnel which is reasonable and fairly allocates
the costs of such plans. As appropriate, CalComp Technology's allocable share
of the direct costs will be determined consistent with the methodology used
prior to the Effective Date to determine CalComp's allocable share of direct
costs or any other method selected by Lockheed ▇▇▇▇▇▇ for determining direct
costs which is reasonable and fairly allocates the costs of such plans.
Lockheed ▇▇▇▇▇▇ will invoice CalComp Technology on a monthly basis and CalComp
Technology shall make payment to Lockheed ▇▇▇▇▇▇ within 30 days of receipt of an
invoice. Experience rated insurance contracts will be actualized as soon as
practicable after the end of each year; CalComp Technology shall promptly
reimburse Lockheed ▇▇▇▇▇▇ the amount of any increased cost and Lockheed ▇▇▇▇▇▇
will promptly refund to CalComp Technology any
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overcharges. CalComp Technology shall be entitled to review and provide
comments to Lockheed ▇▇▇▇▇▇ concerning the amount of any such reimbursement or
refund.
(c) Termination. CalComp Technology or Lockheed ▇▇▇▇▇▇ may terminate
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participation by CalComp Technology's employees in any plan sponsored by
Lockheed ▇▇▇▇▇▇ by giving 180 days' written notice to the other party, except
that the date of termination may be shortened or extended by either party if the
termination of CalComp Technology's employees participation would adversely
affect the tax qualification of the plan or its compliance with applicable
regulatory requirements. The termination date may also be extended to the
earlier of an additional 180 days or the expiration date of any contract
pursuant to which benefits are provided if termination within 180 days would
adversely affect rates or rights of other employees or if more time is necessary
to effect an orderly termination of employees' participation. If the
termination date is extended, Lockheed ▇▇▇▇▇▇ and CalComp Technology will
cooperate reasonably in establishing a mutually agreeable termination date.
Notice of less than 180 days may be given by mutual written consent of CalComp
Technology and Lockheed ▇▇▇▇▇▇ or unilaterally by Lockheed ▇▇▇▇▇▇ if the
termination applies to all participating employers in the Plan or if CalComp
Technology and Lockheed ▇▇▇▇▇▇ ▇▇▇▇▇ to be members of the same "controlled
group" of corporations within the meaning of Code Section 414(b). In the event
that Lockheed ▇▇▇▇▇▇ intends to unilaterally terminate any plan pursuant to the
foregoing sentence, Lockheed ▇▇▇▇▇▇ shall provide notice to CalComp Technology
as soon as reasonably practicable taking into account the circumstances giving
rise to such termination prior to such termination. Unless Lockheed ▇▇▇▇▇▇
otherwise agrees, termination shall be effective with respect to the entire
plan. Lockheed ▇▇▇▇▇▇ will promptly submit an invoice for, and CalComp
Technology shall promptly pay to Lockheed ▇▇▇▇▇▇, all costs incurred prior to
the date of termination, including costs resulting from the termination, and
Lockheed ▇▇▇▇▇▇ will promptly repay to CalComp Technology any overpayment. All
services offered by the Corporate Benefits Department with respect to such
terminated benefits shall cease. Lockheed ▇▇▇▇▇▇ thereafter will not be
responsible for providing benefits of a like type to CalComp Technology
employees.
(d) Changes: Additional Services. CalComp Technology may request
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changes in plan terms or services (including changes allowing CalComp Technology
employees to participate in such plan). Approval of such changes shall be in
the sole and absolute discretion of Lockheed ▇▇▇▇▇▇. CalComp Technology may
request additional services that, if agreeable to Lockheed ▇▇▇▇▇▇, ▇▇▇▇ be
provided on a direct cost basis to CalComp Technology. From time to time,
Lockheed ▇▇▇▇▇▇ may, as plan sponsor, make changes in the benefit plans or in
the administration of any of the plans.
(e) CalComp Technology Plans. On or after the Effective Date, no
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employee of CalComp Technology who is covered by a benefit plan sponsored by any
entity within their "controlled group" of
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corporations (within the meaning of Code Section 414(b)) other than Lockheed
▇▇▇▇▇▇ shall be entitled to simultaneous coverage under any plan sponsored by
Lockheed ▇▇▇▇▇▇ that provides a benefit of similar type, regardless of whether
the other plan provides more or less coverage than the plan sponsored by
Lockheed ▇▇▇▇▇▇. CalComp Technology shall be solely responsible for benefits
delivery and administration of plans covering its employees that are not
sponsored by Lockheed ▇▇▇▇▇▇. A list of plans not sponsored by Lockheed ▇▇▇▇▇▇
that covered Summagraphics employees prior to the Effective Date is attached as
Exhibit C. CalComp Technology shall use its reasonable efforts to maintain its
employee benefits related insurance policies in effect prior to the date hereof.
(f) Legislative and Regulatory. In the event CalComp Technology
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provides benefit plans to its employees, other than those sponsored by Lockheed
▇▇▇▇▇▇, CalComp Technology will have sole responsibility to comply with all
applicable regulatory requirements with respect to such CalComp Technology
plans. Notwithstanding the foregoing, Lockheed ▇▇▇▇▇▇ and CalComp Technology
agree to cooperate fully with each other in the administration and coordination
of regulatory and administrative requirements that apply jointly to CalComp
Technology and Lockheed ▇▇▇▇▇▇. Such coordination, upon request, will include
(but is not limited to) the following: Sharing payroll data for determination
of highly compensated employees, providing census information (including accrued
benefits) for purposes of running discrimination tests, providing actuarial
reports for purposes of determining the funded status of any plan, review and
coordination of insurance and other third party contracts, and providing for
review all summary plan descriptions, requests for determination letters,
insurance contracts, Forms 5500, financial statement disclosures, and plan
documents.
(g) Third Party Beneficiary. Nothing in this Agreement is intended to
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entitle any employee or individual to any benefit or compensation from CalComp
Technology, CalComp or Lockheed ▇▇▇▇▇▇ or to otherwise establish or create any
rights on the part of any third party. Nothing in this Agreement is intended to
restrict or limit Lockheed ▇▇▇▇▇▇ in the exercise of its rights or the
fulfillment of its duties as plan sponsor of any employee benefit plan.
(h) Certain Notices. In the event that there is an "ERISA Event,"
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Lockheed ▇▇▇▇▇▇ shall advise CalComp Technology as soon as reasonably
practicable after Lockheed ▇▇▇▇▇▇ determines the ERISA Event has occurred. For
purposes of this Section 4(h), an "ERISA Event" means (a) the termination of a
plan listed on Exhibit B or the filing of a Notice of Intent to Terminate such a
plan, in either case, under Section 4041(c) of the Employee Retirement Income
Security Act of 1974, as amended from time to time ("ERISA"); (b) the
institution of proceedings by the Pension Benefit Guaranty Corporation (or any
successor thereof) to terminate a plan listed on Exhibit B or to appoint a
trustee to administer such a plan or the receipt of notice by Lockheed ▇▇▇▇▇▇
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that such an action has been taken with respect to such a plan; (c) any
substantial accumulated funding deficiency within the meaning of Section 412 of
the Internal Revenue Code of 1986, as amended (the "Code") or Section 302 of
ERISA is incurred with respect to any plan sponsored by Lockheed ▇▇▇▇▇▇ and
listed on Exhibit B and no waiver of that deficiency has been obtained from the
Internal Revenue Service; (d) the Internal Revenue Service determines that a
plan listed on Exhibit B that is intended to be qualified under Section 401 of
the Code fails to meet the applicable requirements of the Code and disqualifies
the plan; or (e) an amendment to a plan sponsored by Lockheed ▇▇▇▇▇▇ and listed
on Exhibit B that results in a significant underfunding described in Section
401(a)(29) of the Code or Section 307 of ERISA.
5. PRIOR PAYMENTS. CalComp Technology agrees from time to time to
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pay in full all amounts owed to Lockheed ▇▇▇▇▇▇ for the costs incurred in
connection with the provision of the services contemplated to be provided
hereunder prior to the Effective Date. Lockheed ▇▇▇▇▇▇ agrees from time to time
to refund any overcharges paid by CalComp with respect to services prior to the
Effective Date.
6. COOPERATION. Lockheed ▇▇▇▇▇▇ and CalComp Technology shall (and
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each shall cause their respective Subsidiaries to) cooperate with each other
with respect to all provisions of this Agreement and the Corporate Services,
Insurance and Benefit Plans provided hereunder.
7. LIMITATION OF LIABILITY. Except as may be provided in Section 8
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below and with respect to the obligation of Lockheed ▇▇▇▇▇▇ to reimburse CalComp
Technology for overpayments of the fees and charges specified herein, Lockheed
▇▇▇▇▇▇, its subsidiaries, affiliates, directors, officers, employees, agents and
permitted assigns (each, a "Lockheed ▇▇▇▇▇▇ Party") shall not be liable to
CalComp Technology, any subsidiary or any affiliate, director, officer,
employee, agent or permitted assign of CalComp Technology or any of its
subsidiaries, (each, a "CalComp Technology Party") for any liabilities, claims,
damages, losses or expenses, including, but not limited to, any special,
indirect, incidental or consequential damages, of a CalComp Technology Party
arising in connection with this Agreement, the Corporate Services, the Insurance
or the Benefit Plans.
8. LOCKHEED ▇▇▇▇▇▇ INDEMNIFICATION. Lockheed ▇▇▇▇▇▇ shall indemnify,
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defend and hold harmless each of the CalComp Technology Parties from and against
all liabilities, claims, damages, losses and expenses (including, but not
limited to, court costs and reasonable attorneys' fees) (collectively referred
to as "Damages") of any kind or nature, of third parties unrelated to any
CalComp Technology Party caused by or arising in connection with the gross
negligence or willful misconduct of any employee of Lockheed ▇▇▇▇▇▇ or its
affiliates in connection with the performance of the Corporate Services or the
administration of the Benefit Plans, or provision of the Insurance, or the
failure of Lockheed ▇▇▇▇▇▇ to
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perform its obligation hereunder except to the extent that Damages were caused
directly or indirectly by acts or omissions of any CalComp Technology Party;
provided however, that in the case of a Benefit Plan, CalComp Technology's right
of indemnification also shall extend to claims of CalComp Technology's employees
but shall not extend to any Damages that otherwise would have been owed in the
absence of such gross negligence or willful misconduct. Notwithstanding the
foregoing, Lockheed ▇▇▇▇▇▇ shall not be liable for any special, indirect,
incidental, or consequential damages relating to such third party claims. In
the event that CalComp Technology knows of a claim that may be the subject of
indemnification under this paragraph, it shall promptly notify Lockheed ▇▇▇▇▇▇
of such claim and Lockheed ▇▇▇▇▇▇, in its sole and absolute discretion, may
defend, settle, or otherwise litigate such claim, provided that no settlement be
made without the consent of CalComp Technology, which will not be unreasonably
withheld.
9. CalComp Technology Indemnification. CalComp Technology shall
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indemnify, defend and hold harmless each of the Lockheed ▇▇▇▇▇▇ Parties, from
and against all Damages of any kind or nature, of any Lockheed ▇▇▇▇▇▇ party,
caused by or arising in connection with CalComp Technology's failure to fulfill
CalComp Technology's obligations hereunder, except to the extent that such
failure is caused, directly or indirectly, by acts or omissions of any Lockheed
▇▇▇▇▇▇ Party. Notwithstanding the foregoing, CalComp Technology shall not be
liable for any special, indirect, incidental or consequential damages relating
to third party claims.
10. INFORMATION. Subject to applicable law, each party hereto
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covenants and agrees to provide the other party with all information regarding
itself and transactions under this Agreement as are required by such other party
to comply with all applicable federal, state, county and local laws, ordinances,
regulations and codes, including, but not limited to, securities laws and
regulations.
11. CONFIDENTIAL INFORMATION. CalComp Technology and Lockheed ▇▇▇▇▇▇
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hereby covenant and agree to hold in trust and maintain confidential, except as
otherwise required by law, all Confidential Information relating to the other
party or any of its subsidiaries. Confidential Information shall mean all
information disclosed by either party to the other in connection with this
Agreement whether orally, visually, in writing or in any other tangible form,
and includes, but is not limited to, technical, economic and business data,
know-how, flow sheets, drawings, business plans, computer information data
bases, and the like. Without prejudice to the rights and remedies of any party
to this Agreement, a party disclosing any Confidential Information to the other
party in accordance with the provisions of this Agreement shall be entitled to
equitable relief by way of an injunction if the other party hereto breaches or
threatens to breach any provision of this Section 11.
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12. ASSIGNMENT. Except as otherwise provided herein, neither party
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may assign or transfer any of its rights or duties under this Agreement to any
person or entity without the prior written consent of the other party.
13. NOTICES. Any notice, instruction, direction or demand under the
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terms of this Agreement required to be in writing will be duly given upon
delivery, if delivered by hand, facsimile transmission or intercompany mail, or
five (5) days after posting if sent by certified mail, return receipt requested
to the following addresses:
If to Lockheed ▇▇▇▇▇▇:
Lockheed ▇▇▇▇▇▇ Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esquire
Assistant General Counsel
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
with a copy to:
Lockheed ▇▇▇▇▇▇ Information
& Technology Services
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
and
If to CalComp Technology:
CalComp Technology, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇, President
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
or to such other address as either party may have furnished to the other in
writing in accordance with this Section 13.
14. GOVERNING LAW. This Agreement shall be construed in accordance
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with and governed by the laws of the State of Maryland.
15. SUSPENSION. The obligations of any party to perform any acts
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hereunder may be suspended if such performance is prevented by fires, strikes,
embargoes, riot, invasion, governmental interference, inability to secure goods
or materials, or other circumstances outside the control of the parties.
16. SEVERABILITY. If any provision of this Agreement shall be
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invalid or unenforceable, such invalidity or unenforceability
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shall not render the entire Agreement invalid. Rather, the Agreement shall be
construed as if not containing the particular invalid or unenforceable
provision, and the rights and obligations of each party shall be construed and
enforced accordingly.
17. RIGHTS UPON ORDERLY TERMINATION; SURVIVAL. Upon termination or
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expiration of this Agreement or any of the Services, Insurance or Benefit Plans
described herein, each party shall, upon request, forthwith return to the other
party all reports, paper, materials and other information required to be
provided to the other party by this Agreement. In addition, each party shall
assist the other in the orderly termination of this Agreement or any of the
Services, Insurance or Benefit Plans described herein. Notwithstanding any
termination of this Agreement, the obligations of the parties hereto to make
payments hereunder and the provisions of Sections 7, 8, 9 and 11 shall survive.
18. AMENDMENT. This Agreement may only be amended by a written
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agreement executed by all of the parties hereto.
19. COUNTERPARTS. This Agreement may be executed in separate
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counterparts (by facsimile or otherwise), each of which shall be deemed an
original and all of which, when taken together, shall constitute one agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
signed by their duly authorized representatives.
CALCOMP TECHNOLOGY, INC.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
President and Chief
Executive Officer
LOCKHEED ▇▇▇▇▇▇ CORPORATION
By:/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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President - Lockheed ▇▇▇▇▇▇
Information & Technology
Services Sector
-11-
