Common use of Compensation; Payment of Expenses Clause in Contracts

Compensation; Payment of Expenses. (a) The Company agrees to pay to CD&R, immediately upon the consummation of the Initial Closing, pursuant to the Stock Purchase Agreement, a fee of $6 million plus reasonable fees and expenses. (b) The Company agrees to pay to CD&R, as compensation for the Services to be rendered by CD&R hereunder, a fee of $500,000 per year (the "Services Fee"), payable on the first day of the month in monthly installments of $83,333.33 in arrears commencing on April 1, 2000. The Services Fee may, in the sole discretion of a majority of the members of the Company's Board of Directors who are not Affiliates of CD&R, be increased but may not be decreased without the prior written consent of CD&R. The Company shall pay to CD&R all fees, perquisites and grants of stock options to which each employee of CD&R elected to serve on the Board of Directors of the Company (a "Designated Director") would be entitled as an outside director under the compensation policies of the Board as in effect from time to time; provided, that CD&R shall cause such Designated Director to waive any and all consulting fees to which such Designated Director would otherwise be entitled for any period for which the Services Fee or any installment thereof is paid and for which such Designated Director continues to be employed by CD&R. (c) The Company agrees to reimburse CD&R for such reasonable travel and other out-of-pocket expenses ("Expenses") as may be incurred by CD&R and its employees, agents and advisors in the course or on account of rendering of the Services, including but not limited to any reasonable fees and expenses of any legal, accounting or other professional advisors to CD&R engaged in connection with the Services and any reasonable expenses incurred by any Designated Director in connection with the performance of his duties. CD&R may submit monthly expense statements, which shall be payable within thirty days.

Appears in 2 contracts

Samples: Consulting Agreement (CDR Cookie Acquisition LLC), Consulting Agreement (Complete Business Solutions Inc)

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Compensation; Payment of Expenses. (a) The Company agrees to pay to CD&R, immediately upon the consummation of the Initial Closing, pursuant to the Stock Purchase Agreement, a fee of $6 million plus reasonable fees and expenses. (b) The Company MCM agrees to pay to CD&R, as compensation for the Services services rendered and to be rendered by CD&R hereunder, on behalf of all members of the Company Group, a fee of $500,000 150,000 per year (the "Services Fee"), payable on the first day of the month in monthly installments of $83,333.33 12,500 in arrears on the last business day of each month, commencing on April September 1, 20001996. The Services Fee may, in the sole discretion of a majority of the members of the CompanyMCM's Board of Directors who are not Affiliates of affiliated with CD&R, be increased but may not be decreased without the prior written consent of CD&R. The Company shall pay to CD&R all fees, perquisites and grants of stock options to which each If any employee of CD&R shall be elected to serve on the Board of Directors or as an officer of any member of the Company Group or any Subsidiary thereof (a "Designated Director") would be entitled as an outside director under the compensation policies ), in consideration of the Board as in effect from time Fee being paid to time; providedCD&R, that CD&R shall cause such Designated Director to waive any and all consulting fees to which such Designated Director would otherwise be entitled as a director or officer for any period for which the Services Fee or any installment thereof is paid and for which such Designated Director continues to be employed by CD&R.paid. (cb) The Company agrees to MCM shall reimburse CD&R for such reasonable travel and other out-of-pocket expenses ("Expenses") as may be incurred by CD&R and its employees, agents and advisors in the course or on account of rendering of the Servicesany services hereunder, including but not limited to any reasonable fees and expenses of any legal, accounting or other professional advisors to CD&R engaged in connection with the Services services being provided hereunder and any reasonable expenses incurred by any Designated Director in connection with the performance of his duties. CD&R may submit monthly expense statements, which shall be payable within thirty days.

Appears in 1 contract

Samples: Consulting Agreement (Global Decisions Group LLC)

Compensation; Payment of Expenses. (a) The Company agrees to pay to CD&R, immediately upon the consummation of the Initial Closing, pursuant to the Stock Purchase Agreement, a fee of $6 million plus reasonable fees and expenses. (b) The Company agrees to pay to CD&R, as compensation for the Continuing Services rendered and to be rendered by CD&R hereunder, a fee of $500,000 per year (the "Continuing Services Fee"), payable on the first day of the each month in monthly installments of $83,333.33 41,666.66 in arrears commencing on April July 1, 20001998. The Such Continuing Services Fee may, in the sole discretion of a majority of the members of the Company's Board of Directors who are not Affiliates of affiliated with CD&R, be increased but may not be decreased without the prior written consent of CD&R. The Company shall pay to CD&R all fees, perquisites and grants of stock options to which each If any employee of CD&R shall be elected to serve on the Board of Directors or as an officer of the Company (a "Designated Director") would be entitled as an outside director under the compensation policies ), in consideration of the Board as in effect from time Continuing Services Fee being paid to time; providedCD&R, that CD&R shall cause such Designated Director to waive any and all consulting fees (including stock options) to which such Designated Director director would otherwise be entitled as a director for any period for which the Continuing Services Fee or any installment thereof is paid and for which such Designated Director continues to be employed by CD&R. (cb) The Company agrees to reimburse CD&R for such reasonable travel and other reasonable out-of-pocket expenses ("Expenses") as may have been or be incurred by CD&R and its employees, agents and advisors in the course or on account of rendering of the Continuing Services, including but not limited to any reasonable fees and expenses of any legal, accounting or other professional advisors to CD&R engaged in connection with the Continuing Services (provided that such fees and expenses of advisors to CD&R shall not exceed $200,000 per annum in the aggregate without the prior consent of the Company) and any reasonable expenses incurred by any Designated Director in connection with the performance of his dutiesduties as a director. CD&R may submit monthly expense statements, which shall be payable within thirty daysdays from the date of such submission.

Appears in 1 contract

Samples: Consulting Agreement (Us Office Products Co)

Compensation; Payment of Expenses. (a) The Company agrees to pay to CD&R, immediately upon the consummation of the Initial Closing, pursuant to the Stock Purchase Agreement, a fee of $6 million plus reasonable fees and expenses. (b) The Company agrees to pay --------------------------------- to CD&R, as compensation for the Services services rendered and to be rendered by CD&R hereunder, a fee of $500,000 400,000 per year (the "Services Fee"), payable on the first day of the month in alternating monthly installments of $83,333.33 33,333.33 and $33,333.34 in arrears commencing on April 1December 31, 20001993. The Services Such Fee may, in the sole discretion of a majority of the members of the Company's Board of Directors who are not Affiliates of affiliated with CD&R, be increased but may not be decreased without the prior written consent of CD&R. The Company shall pay to CD&R all fees, perquisites and grants of stock options to which each If any employee of CD&R shall be elected to serve on the Board of Directors of Holding or the Company or any of their affiliates (a "Designated Director") would be entitled as an outside director under the compensation policies ), in consideration of the Board as in effect from time Fee being paid to time; providedCD&R, that CD&R shall cause such Designated Director to waive any and all consulting fees to which such Designated Director director would otherwise be entitled as a director for any period for which the Services Fee or any installment thereof is paid and for which such Designated Director continues to be employed by CD&R.paid. (cb) The Company agrees to shall reimburse CD&R for such reasonable travel and other out-of-pocket expenses ("Expenses") as may be incurred by CD&R and its employees, employees and agents and advisors in the course or on account of rendering of the Servicesany services hereunder, including but not limited to any reasonable fees and expenses of any legal, accounting or other professional advisors to CD&R engaged in connection with the Services services being provided hereunder and any reasonable expenses incurred by any Designated Director in connection with the performance of his duties. CD&R may submit monthly expense statements, which shall be payable within thirty days.

Appears in 1 contract

Samples: Consulting Agreement (Remington Arms Co Inc/)

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Compensation; Payment of Expenses. (a) The Company agrees to pay to CD&R, immediately upon the consummation of the Initial Closing, pursuant to the Stock Purchase Agreement, a fee of $6 million plus reasonable fees and expenses. (b) The Company agrees to pay to CD&R, as compensation for the Services services rendered and to be rendered by CD&R hereunder, on behalf of all members of the Company Group, a fee of $500,000 per year (the "Services FeeFEE"), payable on the first day of the month in alternating monthly installments of $83,333.33 41,666.66 and $41,666.65 in arrears commencing on April 1, 20001996. The Services Such Fee may, in the sole discretion of a majority of the members of the CompanyHolding's Board of Directors who are not Affiliates of affiliated with CD&R, be increased but may not be decreased without the prior written consent of CD&R. The Company shall pay to CD&R all fees, perquisites and grants of stock options to which each If any employee of CD&R shall be elected to serve on the Board of Directors or as an officer of any member of the Company Group (a "Designated DirectorDESIGNATED DIRECTOR") would be entitled as an outside director under the compensation policies ), in consideration of the Board as in effect from time Fee being paid to time; providedCD&R, that CD&R shall cause such Designated Director to waive any and all consulting fees to which such Designated Director director would otherwise be entitled as a director for any period for which the Services Fee or any installment thereof is paid and for which such Designated Director continues to be employed by CD&R.paid. (cb) The Company agrees to shall reimburse CD&R for such reasonable travel and other out-of-pocket expenses ("ExpensesEXPENSES") as may be incurred by CD&R and its employees, agents and advisors in the course or on account of rendering of the Servicesany services hereunder, including but not limited to any reasonable fees and expenses of any legal, accounting or other professional advisors to CD&R engaged in connection with the Services services being provided hereunder and any reasonable expenses incurred by any Designated Director in connection with the performance of his duties. CD&R may submit monthly expense statements, which shall be payable within thirty days.

Appears in 1 contract

Samples: Consulting Agreement (Riverwood Holding Inc)

Compensation; Payment of Expenses. (a) The Company agrees Acquisition Group jointly and severally agree to pay to CD&R, immediately upon concurrent with the consummation execution of this Agreement, as compensation for the Initial Closing, pursuant to the Stock Purchase AgreementAcquisition Services, a fee of $6 million plus reasonable fees and expenses2,950,000. (b) The Company agrees Acquisition Group jointly and severally agree to pay to CD&R, as compensation for the Continuing Services rendered and to be rendered by CD&R hereunder, a fee of $500,000 per year (the "Continuing Services Fee"), one-twelfth of which shall be payable on the first day of each month commencing on the first day of the month in monthly installments following the date of $83,333.33 in arrears commencing on April 1, 2000the closing of the Acquisition. The Such Continuing Services Fee may, in the sole discretion of a majority of the members of the Company's Board of Directors who are not Affiliates of affiliated with CD&R, be increased but may not be decreased without the prior written consent of CD&R. The Company shall pay to CD&R all fees, perquisites and grants of stock options to which each If any employee of CD&R shall be elected to serve on the Board of Directors of any member of the Company Acquisition Group or any of their affiliates (a "Designated Director") would be entitled as an outside director under the compensation policies ), in consideration of the Board as in effect from time Continuing Services Fee being paid to time; providedCD&R, that CD&R shall cause such Designated Director to waive any and all consulting fees to which such Designated Director director would otherwise be entitled as a director for any period for which the Services Fee or any installment thereof is paid and for which such Designated Director continues to be employed by CD&R.paid. (c) The Company agrees Acquisition Group jointly and severally agree to reimburse CD&R for such reasonable travel and other out-of-pocket expenses ("Expenses") as may be incurred by CD&R and its employees, employees and agents and advisors in the course or on account of rendering of the Services, any Acquisition Services or Continuing Services including but not limited to any reasonable fees and expenses of any legal, accounting or other professional advisors to CD&R engaged in connection with the Acquisition Services and Continuing Services previously provided or being provided hereunder and any reasonable expenses incurred by any Designated Director in connection with the performance of his duties. CD&R may submit monthly expense statements, which shall be payable within thirty days.

Appears in 1 contract

Samples: Consulting Agreement (Relocation Management Systems Inc)

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