Services Agreement

EXHIBIT (10)A


SERVICES AGREEMENT


BETWEEN


McKESSON CORPORAT10N


AND


ARMOR ALL PRODUCTS CORPORAT10N


As amended through March 23, 1993


THIS SERVICES AGREEMENT, dated as of July 1, 1986 is between McKesson Corporation, a Maryland corporation ("McKesson"), and Armor All Products Corporation, a Delaware corporation ("Armor All").


INTRODUCTION


A. McKesson and Armor All have entered into an Acquisition Agreement dated as of July 1, 1986 (the "Acquisition Agreement"). Unless otherwise defined herein, capitalized terms used herein shall have the same meaning assigned to them in the Acquisition Agreement.


B. Pursuant to Section 11 of the Acquisition Agreement, McKesson has agreed, as of the Closing Date, to provide Armor All with certain services and Armor All has agreed to purchase certain services from McKesson.


ACCORDINGLY, the parties hereto agree as follows:


SECTION 1. Certain Management-Related Services


1.1 Continuing Services. Commencing on the Closing Date, and for the period provided for under Section 6, McKesson agrees to make available to Armor All and Armor All agrees to purchase the following (individually a "Service" and collectively the "Services"):


(a) Its internal accounting and auditing staff for auditing, accounting, payroll and bookkeeping advice and services.


(b) Its internal legal staff for legal advice and services, including, without limitation, assistance with respect to claims which may be or have been asserted or are the subject of litigation, the preparation and review of documents involving loans, financing transactions, contractual documents and disclosure documents relating to reporting requirements under the federal securities laws and consultation related to legal and administrative proceedings.


(c) Its internal tax staff for tax advice and services, including, without limitation, assistance in the preparation of federal, state, local and foreign tax returns.


(d) Its controllers staff for accounting services related to financial reporting and assistance in the preparation of financial statements and disclosure documents relating to reporting requirements under the federal securities laws.


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(e) Its corporate secretary staff for assistance in organizational matters associated with shareholders meetings and meetings of the board of directors.


(f) Its treasury staff for financial advice and services, including, without limitation, assistance with respect to the raising of additional capital, cash management, treasury and risk management.


(g) Its corporate relations staff for assistance in preparation of certain public documents, including without limitation, preparation of annual reports.


(h) Its personnel staff for advice and services, including, without limitation, wage and salary administration, employee relations, the administration of employee insurance plans, pension plans and other employee benefits plans.


1.2 Periodic Services. Commencing on the Closing Date, and for the period provided for under Section 6, Armor All may request and McKesson may agree to make available to Armor All the following (individually a "Service" and collectively the "Services"):


(a) Its marketing, advertising and promotional staff for assistance with marketing projects, consumer studies and other information gathering or promotional activities.


(b) Its information services staff and equipment for supplemental data processing telecommunications, computer programming and other computer services.


(c) Its other staff, equipment, office space and facilities for such other advice as requested by Armor All from time to time.


1.3 Limitation on Services. Notwithstanding anything else contained in this Section 1:


(a) McKesson need not make available any Service to the extent that doing so would unreasonably (i) interfere with the performance of services for McKesson by any employee of McKesson or otherwise cause unreasonable burden to McKesson; or (ii) interfere with the use of or access to any equipment, office space or facility by McKesson or otherwise cause unreasonable burden to McKesson.


(b) The provisions of Subsections 1.1 and 1.2 shall only apply to Services related to or arising out of or in connection with matters McKesson is in a position to provide by reason of past participation, involvement or familiarity with


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such matters and, in addition, which Armor All has a reasonable requirement to obtain.


SECTION 2. Cost of Services


2.1 Price and Billing for Continuing Services. Armor All shall be billed for Services provided by McKesson under Section 1.1 at the rate specified in Schedule 1. The rate represents an approximation of the cost incurred by McKesson for providing such Services. The cost incurred by McKesson for providing such Services shall be determined by considering a variety of relevant factors, including, without limitation, the number of hours required, the hourly cost of the person providing such Services, and the cost of materials, overhead and capital consumed in providing the Services requested. Where similar charges are assessed against internal divisions of McKesson, the price billed to Armor All shall be determined on the same basis as the cost assessed against internal divisions of McKesson. The charges specified in Schedule 1 may be modified annually to reflect any change in the cost to McKesson of providing such Services. Amounts billed shall be payable to McKesson within ten working days of presentation of an invoice for such Services.


2.2 Price and Billing for Periodic Services. Armor All shall be billed for Services provided by McKesson under Section 1.2 at a rate equal to the cost incurred by McKesson for providing such Services. The cost incurred by McKesson for providing such Services shall be determined by considering a variety of relevant factors, including, without limitation, the number of hours required, the hourly cost of the person providing such Services, and the cost of materials, overhead and capital consumed in providing the Services requested. Where similar charges are assessed against internal divisions of McKesson, the price billed to Armor All shall be determined on the same basis as the cost assessed against internal divisions of McKesson. Amounts billed shall be payable to McKesson within ten working days of presentation of an invoice for such Services.


2.3 Expenses. In addition to the amounts to be billed to Armor All pursuant to Subsections 2.1 and 2.2, McKesson shall be entitled to receive from Armor All, upon the presentation of invoices therefor, payment for reasonable out-of-pocket expenses incurred by McKesson in providing such Services.


2.4 Outside Professional Services. In addition to amounts to be billed to Armor All pursuant to Subsections 2.1, 2.2 and 2.3, McKesson shall be entitled to receive from Armor All within ten working days of presentation of invoices therefor, payment for all reasonable expenses for outside professional services incurred by McKesson for the benefit of Armor All, including,


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without limitation, public accounting, outside legal services and outside marketing services.


SECTION 3. Employee Benefit Plans


3.1 Retirement Plan. McKesson agrees that Armor All employees shall be eligible to participate in the McKesson Corporation Retirement Plan on the same terms and conditions as employees of McKesson, and Armor All agrees to pay McKesson costs of contribution and administration attributable to participating Armor All employees at the same rate as charged to McKesson divisions (currently this accrual rate is 2% of covered payroll for all McKesson units included in the McKesson Retirement Plan).


3.2 McKesson PAYSOP and ESOP. McKesson agrees that Armor All employees shall be eligible to participate in the PAYSOP and ESOP elements of the McKesson Profit-Sharing Investment Plan on the same terms and conditions as employees of McKesson, and Armor All agrees to pay McKesson costs of contribution and administration attributable to participating Armor All employees. Armor All shall make a contribution to the ESOP for each plan year determined according to the following formula:


Aggregate Aggregate compensation compensation Total ESOP during the plan during the plan contribution Armor All year of Armor / year for all X required for = contribution All employees employees plan year participating participating in in the ESOP the ESOP


3.3 Profit-Sharing Investment Plan. Armor All employees shall remain participants in the McKesson Profit-Sharing Investment Plan ("McKesson PSIP") until Armor All establishes a Profit-Sharing Investment Plan for its employees ("Armor All PSIP"). Armor All agrees to pay McKesson costs of contribution and administration attributable to Armor All employees participating in the McKesson PSIP. Upon establishment, McKesson shall administer the Armor All PSIP on behalf of Armor All. Armor All agrees to pay McKesson for direct administrative costs attributable to the Armor All PSIP, and for general administrative costs attributable to the Armor All PSIP at the same rate as charged to McKesson divisions.


3.4 Stock Option Plan. Armor All shall establish a Stock Option Plan for its employees which shall be administered by McKesson on behalf of Armor All. Armor All shall not be charged for administrative costs attributable to such Stock Option Plan.


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