Exhibit 10.21
AMENDMENT NUMBER ONE TO REFERRAL AGREEMENT
------------------------------------------
This Amendment ("Amendment") is entered into as of March 21, 2002, and amends
the Referral Agreement made as of October 24, 2001 (the "Effective Date"),
between Ceridian Corporation, a Delaware Corporation, for itself and through its
direct or indirect wholly owned subsidiaries including ▇▇▇▇▇▇▇▇.▇▇▇ Inc., a New
Jersey corporation, and subsidiaries to potentially be formed to implement the
Agreement (collectively, "Ceridian"); and USI Insurance Services Corporation, a
Delaware Corporation, for itself and through its various subsidiaries
(collectively, "USI")(the "Agreement").
WHEREAS Ceridian and USI wish to amend the Agreement;
THEREFORE, for mutual consideration, the receipt and sufficiency of which are
acknowledged, Ceridian and USI agree:
1. Section 3 of the Agreement is amended to read in its entirety:
Ceridian Fees. For purposes of this Agreement, "USI Products and Services
-------------
Eligible Revenue" is the net commissions or fees that USI receives as a
result of sales of USI Products and Services to a Ceridian Eligible
Customer. For purposes of this paragraph, "net commissions or fees" shall
be the commissions or fees received by USI on account of a Ceridian
Eligible Customer calculated net of amounts paid to outside producers and
exclude contingent commissions, interest income, and return commissions due
as a result of cancellations and reductions of coverage. For each USI
Product and Service which a Ceridian Eligible Customer purchases from USI,
USI will pay Ceridian a fee equal to twenty percent(20%) of the USI
Products and Services Eligible Revenue related to such USI Product or
Service received in the first twelve months following commencement of such
USI Product or Service by the Ceridian Eligible Customer. For each USI
Product and Service which a Ceridian Eligible Customer purchases from USI,
USI will pay Ceridian a fee equal to fifteen percent(15%) of the USI
Products and Services Eligible Revenue related to such USI Product or
Service received in the thirteenth through forty-eighth month following
commencement of such USI Product or Service by the Ceridian Eligible
Customer. Payments will be made on a quarterly basis within 45 days after
the close of each calendar quarter during which USI receives the USI
Product and Service Eligible Revenue. Payments will be accompanied by a
report indicating the name and address of the Ceridian Eligible Customer,
the date of the referral, the USI Product(s) or Service(s) sold, the
service commencement date, the amount of the USI Products and Services
Eligible Revenue, and the amount of the fee. USI will have no obligation
with respect to any referral not meeting the criteria set forth herein for
payment of a fee, except as the parties may otherwise agree in writing
prior to any such referral.
1
2. In both Schedules 10(a) and 10(b):
(a) The number "$1,250,000***" is replaced with "$2,500,000"; and
(b) The footnote marked "***" is replaced with "Intentionally Deleted."
3. The following is hereby added to Section 17 at the end thereof:
During the period that any fees are payable by USI to Ceridian under
Section 3 of this Agreement, Ceridian agrees that that it will cause one or
more of its subsidiaries to obtain and keep in effect licenses as
appropriate under the applicable statutory and regulatory requirements, and
USI shall make payments of the referral fees to such licensed subsidiary or
subsidiaries as Ceridian may designate.
4. In all other respects the Agreement remains in full force and effect.
IN WITNESS WHEREOF, the parties hereto, by their duly authorized
representatives, have executed and delivered this Amendment Number One to
Services Agreement.
CERIDIAN CORPORATION
By: /s/ A. ▇▇▇▇ ▇▇▇▇
-----------------------------
Name: A. ▇▇▇▇ ▇▇▇▇
---------------------------
Title: VP AND ASSISTANT SECRETARY
---------------------------
USI INSURANCE SERVICES CORPORATION
By: /s/ ▇▇▇▇▇▇ NEWBORN
--------------------------
Name: ▇▇▇▇▇▇ NEWBORN
------------------------
Title: SENIOR VICE PRESIDENT
-----------------------
2
