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Exhibit 10.2
March 15, 1999
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding, dated March 15, 1999 between Xxxxx Xxxxxx
("Consultant"), and Primark Corporation, a Michigan corporation ("Primark"), is
intended to set forth an interim agreement among the parties in respect of the
consultancy arrangement contemplated by the parties and the related financial
and other arrangements among the parties respect thereto. Although this
Memorandum of Understanding is intended as an interim agreement among the
parties, the terms described below are intended to form the basis of a more
definitive agreement or agreements among the parties hereto, incorporating the
terms hereof, and each party hereto agrees to proceed in good faith to complete
such definitive agreement or agreements.
The following sets forth a summary of the agreements in principle among the
parties:
A. Consultancy services - general. The parties acknowledge that Consultant
will provide an average of two days per week (exclusive of time provided as a
member of the Primark board of directors), or other such amount as may be agreed
by the parties from time to time, effective as of 1 April 1999. Consultant will
be a Strategic Consultant, with a global brief, and will report to the Chairman
and CEO of Primark. Primark acknowledges that Consultant has advised Primark
that he will be a resident of Monaco as of 1 April 1999.
B. Personal Services Company. The parties agree that Consultant will
provide his services through a professional services company.
C. Compensation. Except as otherwise provided in Section C below, and
assuming approximately 100 days of consulting services per year, Primark will
pay Consultant (pound)100,000 annually without additional benefits. The parties
agree that payment is to be made quarterly in arrears by Primark promptly after
receipt of an invoice by Consultant's services company. Invoices for services
will be directed to Primark's executive offices in the United States.
D. Benefits. Primark will pay Consultant an annual first-year bonus of
(pound)50,000, of which (pound)25,000 is guaranteed to Consultant, the remainder
of which will be performance related, based upon specific goals which remain to
be determined by the parties. This performance related bonus will be paid as
soon as practical after March 31, 2000. Thereafter, Primark will pay Consultant
a (pound)25,000 performance-based bonus as soon as practical after each
subsequent anniversary date. In addition, Primark will grant Consultant an
option to purchase 10,000 shares of Primark stock at fair market value, vesting
over a three-year period. Such option would be in addition to any options
granted in Consultant's capacity as a board member of Primark.
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E. Board of Directors. The parties acknowledge that any arrangement whereby
Consultant becomes a member of Primark's board of directors is separate and
independent from the proposed consultancy. Primark acknowledges that the
consultancy shall not affect Consultant's standard remuneration and benefits as
a director.
F. Expenses. Consultant agrees to provide his own office and services,
including telephones, faxes, Internet, postage, etc., together with regular
travel in continental Europe; provided, however, that Consultant reserves the
right to invoice for extraordinary expenses on a reasonable basis upon agreement
of the parties. In return Primark agrees to pay a flat rate of (pound)25,000 per
annum paid quarterly in arrears rather than having an out-of-pocket expense
reimbursement policy. The parties acknowledge that at the request of Primark,
Consultant will travel business class at Primark's expense outside Europe when
on Primark business.
G. Term. The parties agree that the initial term of the consultancy
Agreement will be twelve months, and may continue on the same terms for an
additional twelve months or may be terminated by either party giving three
months written notice.
H. Indemnification. The parties agree that the definitive agreement shall
include a provision whereby Primark indemnifies Consultant for claims that arise
in connection with services provided by Consultant for the benefit of Primark,
except under circumstances where it is adjudicated that Consultant acted in a
willfully reckless or grossly negligent manner.
I. Independent Contractor. Consultant's relationship to Primark will be
that of an independent contractor. Consultant is not an agent, employee or legal
representative of Primark for any purpose and has no authority to act for, bind
or commit Primark.
The parties have signed below as of the date first written above to
acknowledge their binding interim agreement set forth above and to evidence
their intent to move forward in good faith to complete more detailed definitive
agreements relating to the same.
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
Primark Corporation
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Chairman, President & CEO
