Management Agreement

MANAGEMENT AGREEMENT


MANAGEMENT AGREEMENT, dated as of August 13, 1996, between MS Acquisition Corp., a Delaware corporation ("MS Acquisition"), and Aetna Industries, Inc., a Delaware corporation ("Aetna").


RECITALS


WHEREAS, MS Acquisition is the indirect parent corporation and owner of all the outstanding capital stock of Aetna; and


WHEREAS, Aetna desires that MS Acquisition provide, and MS Acquisition is willing to provide, certain administrative and management services on the terms and conditions hereinafter set forth;


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


SECTION 1.


(a) Commencing on the date hereof and during the term of this Agreement, MS Acquisition shall provide to Aetna and its subsidiaries, as may be reasonably requested by Aetna, management and similar services, including, but not limited to, executive management, corporate support, administrative, data processing, human resources, legal, environmental, audit, treasury and tax services (the "Aetna Services"). It is understood and agreed that MS Acquisition may fulfill its obligations hereunder by contracting with third parties. At any time on 30 days' notice, Aetna may reduce, on a temporary or permanent basis, the scope of services to be provided by MS Acquisition hereunder; provided, however, that Aetna may not decline services that MS Acquisition has contracted for with third parties to the extent MS Acquisition would remain liable to pay for such services.


(b) It is understood and agreed that Aetna and its subsidiaries will directly benefit from savings and efficiencies derived from the management and operations of MS Acquisition and from the management and financial support provided by MS Acquisition's stockholders and resulting from MS Acquisition's corporate structure (the "Additional Services"). Aetna and its subsidiaries shall therefore be responsible for payment of their allocable share of MS Acquisition's overhead and general operating costs including, without limitation, compensation of the officers and employees of MS Acquisition.


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SECTION 2. FEES.


(a) During the term hereof, Aetna will pay MS Acquisition a fee for the Aetna Services and the Additional Services provided under Section 1 hereof equal to MS Acquisition's actual cost of providing such services. MS Acquisition will invoice Aetna for services rendered within 10 business days of the end of each calendar quarter, and such fees will be due and payable within 30 days of receipt of invoice. Notwithstanding the foregoing, out-of-pocket costs incur ...