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Title: |
Master Transitional Services Agreement |
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Date: |
2000 |
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$38 |
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ID: |
#1153621 |
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MASTER TRANSITIONAL SERVICES AGREEMENT
This MASTER TRANSITIONAL SERVICES AGREEMENT (this "Agreement") is
entered into as of May 28, 2000 by and between Methode Electronics, Inc., a
Delaware corporation ("Methode"), and Stratos Lightwave, Inc. a Delaware
corporation ("Stratos"). Capitalized terms used and not otherwise defined herein
are defined in Article 1 of this Agreement.
RECITALS:
WHEREAS, Stratos and Methode have entered into that certain Master
Separation Agreement as of the date hereof (the "Master Separation Agreement"),
pursuant to which, among other things, Methode has contributed and transferred
to Stratos, all of the capital stock and equity interests held by Methode in
subsidiaries and other entities that conduct the Opto Business, and all other
assets and liabilities associated with such business, in exchange for shares of
Stratos common stock; and
WHEREAS, Methode and Stratos have heretofore directly or indirectly
provided each other with certain administrative, financial, management and other
services, and the parties desire to continue to provide such services to each
other for a transitional period after the Contribution Date, on the terms and
subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, and the mutual
covenants and agreements set forth in this Agreement, the parties hereto agree
as follows:
ARTICLE 1
DEFINITIONS
For purposes of this Agreement, the following terms shall have the
meanings ascribed to them below:
"ADDITIONAL SERVICES" has the meaning set forth in Section 3.3(a).
"ANCILLARY AGREEMENTS" has the meaning set forth in the Master
Separation Agreement.
"CONFIDENTIAL INFORMATION" has the meaning set forth in Section 9.1.
"CONTRIBUTION DATE" has the meaning set forth in the Master Separation
Agreement.
"DISTRIBUTION" has the meaning set forth in the Master Separation
Agreement.
"DISTRIBUTION DATE" has the meaning set forth in the Master Separation
Agreement.
1
<PAGE>
"FORCE MAJEURE" means any act of God or the public enemy, any accident,
explosion, fire, storm, earthquake, flood, or any other circumstance or event
beyond the reasonable control of the party relying upon such circumstance or
event. has the meaning set forth in Section 3.5.
"IRS" means the Internal Revenue Service of the U.S. Department of
Treasury or any successor agency.
"LETTER RULING" means the advance letter rulings expected to be issued
by the IRS to Methode regarding certain U.S. federal income tax consequences of
the Distribution and other related transactions and any supplemental letter
rulings issued by the IRS with respect thereto; provided, however, that the
requesting party complied with the provisions of the Tax Sharing Agreement
relating to requests for supplemental rulings and obtained any necessary
approval of the other party thereto.
"OPTO BUSINESS" has the meaning set forth in the Master Separation
Agreement.
"SERVICE" and "SERVICES" have the meanings set forth in Section 3.1.
"TAX SHARING AGREEMENT" means the Tax Sharing and Indemnification
Agreement to be entered into between Methode and Stratos.
"TERMINATION DATE" has the meaning set forth in Article 4.
"TRANSITION SERVICE SCHEDULE" has the meaning set forth in Article 2.
ARTICLE 2
TRANSITION SERVICE SCHEDULES
This Agreement will govern the individual transitional services
requested by one party and provided by the other party, the details of which are
set forth in the transition service schedules attached to and incorporated by
reference, into this Agreement. Each Service shall be covered by this Agreement
upon execution of a transition service schedule in the form attached hereto
(each transition service schedule, a "Transition Service Schedule").
For each Service, the parties shall set forth, among other things: (i)
the time period during which the Service will be provided if different from the
term of this Agreement determined pursuant to Article 4 hereof; (ii) a summary
of the Service to be provided; (iii) a description of the Service; and (iv) the
estimated charge, if any, for the Service and any other terms applicable thereto
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