Common use of Compensation; Payment of Expenses Clause in Contracts

Compensation; Payment of Expenses. (a) The Company Group jointly --------------------------------- and severally agree to pay CD&R, concurrent with the execution of this Agreement, as compensation for the Acquisition Services, a fee of $2,700,000. (b) The Company Group jointly and severally agree to pay to CD&R, as compensation for 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 following the date of the closing of the Acquisition. 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 affiliated with CD&R, be increased but may not be decreased without the prior written consent of CD&R. If any employee of CD&R shall be elected to serve on the Board of Directors of any member of the Acquisition Group or any of their affiliates (a "Designated Director"), ---------- -------- in consideration of the Continuing Services Fee being paid to CD&R, CD&R shall cause such Designated Director to waive any and all fees to which such director would otherwise be entitled as a director for any period for which the Fee or any installment thereof is paid. (c) The Company 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 and agents in the course or on account of rendering any Acquisition Services or Continuing Services including but not limited to any fees and expenses of any legal, accounting or other professional advisors to CD&R engaged in connection with Acquisition Services or Continuing Services previously provided or being provided hereunder and any 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 (Jafra Cosmetics International Sa De Cv)

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Compensation; Payment of Expenses. (a) The Company Group jointly --------------------------------- and severally agree to pay CD&R, concurrent Concurrently with the --------------------------------- execution of this the Original Agreement, the Company and Acterna paid CD&R as compensation for the Acquisition Merger Services, a fee of $2,700,0009,200,000. (b) The Company Group and Acterna 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 1,000,000 per year (the "Continuing Services Fee"), one- one ----------------------- twelfth quarter of which shall be payable quarterly in advance on the first day of each month of January, April, July and October commencing on January 1, 2001. Any Continuing Services Fees due for the first day of the month following quarterly period commencing January 1, 2001 that has not been paid shall be payable on the date of the closing of the Acquisitionhereof. Such Continuing Services Fee may, in may be increased with the sole discretion approval of a majority of the members of the Company's Board of Directors who are not affiliated with CD&Remployees of any member of the Company Group, be increased CD&R or any affiliate of CD&R (the "Disinterested Directors"), ----------------------- but may not be decreased without the prior written consent of CD&R. If any employee of CD&R shall be elected to serve on the Board of Directors of any member of the Acquisition Company Group or any of their affiliates (a "Designated Director"), ---------- -------- in consideration of the ------------------- Continuing Services Fee being paid to CD&R, CD&R shall cause such Designated Director to waive any and all fees compensation, including without limitation, fees, stock options, equity participation and other incentives, to which such director would otherwise be entitled as a director for any period for which the Continuing Services Fee or any installment thereof is paid.paid and for which such Designated Director continues to be employed by CD&R. (c) If an employee of CD&R is appointed to an executive management position (or a position of comparable responsibility), whether in addition to or other than as a Designated Director, in any member of the Company Group, then for the period of such employee's service in such position the Continuing Services Fee shall be increased by an amount to be determined by CD&R, such amount not to exceed 100% of the Continuing Services Fee in effect at such time. (d) The Company Group and Acterna jointly and severally agree to reimburse pay to CD&R upon consummation of any Add-on Transaction, as compensation for Transaction Services rendered by CD&R hereunder with respect to such reasonable travel and other outAdd-ofon Transaction, a cash fee equal to 1.0% of the Transaction Value of such Add-pocket expenses on Transaction (the "ExpensesAdd-on ------ Fee") as may ). Payment by the Company or Acterna of an Add-on Fee in excess of 1.0% of --- the Transaction Value of the Add-on Transaction shall require the approval of a majority of the Disinterested Directors, provided that an Add-on Fee shall not -------- be incurred by CD&R and its employees and agents in the course or on account of rendering any Acquisition Services or Continuing Services including but not limited to any fees and expenses of any legal, accounting or other professional advisors to CD&R engaged in connection with Acquisition Services or Continuing Services previously provided or being provided hereunder and any 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.in

Appears in 1 contract

Samples: Consulting Agreement (Acterna Corp)

Compensation; Payment of Expenses. (a) The Company Group jointly --------------------------------- and severally agree to pay CD&R, concurrent Concurrently with the execution of this the Original Agreement, the Company Group and their predecessors paid CD&R as compensation for the Acquisition Services, a fee of $2,700,0002,950,000. (b) The Company Group jointly and severally agree agrees to pay to CD&R, as compensation for Continuing Services rendered and to be rendered by CD&R hereunder, a fee of $500,000 1,000,000 per year (the "Continuing Services FeeCONTINUING SERVICES FEE"), one- ----------------------- twelfth one quarter of which shall be payable quarterly in advance on the first day of each month of January, April, July and October commencing on January 1, 2001. Any Continuing Services Fees due for the first day of the month following quarterly period commencing January 1, 2001 that has not been paid shall be payable on the date of the closing of the Acquisitionhereof. Such Continuing Services Fee may, in may be increased with the sole discretion approval of a majority of the members of the Company's Board of Directors who are not affiliated with CD&Remployees of any member of the Company Group, be increased CD&R or any affiliate of CD&R (the "DISINTERESTED DIRECTORS") but may not be decreased without the prior written consent of CD&R. If any employee of CD&R shall be elected to serve on the Board of Directors of any member of the Acquisition Company Group or any of their affiliates (a "Designated DirectorDESIGNATED DIRECTOR"), ---------- -------- in consideration of the Continuing Services Fee being paid to CD&R, CD&R shall cause such Designated Director to waive any and all fees to which such director would otherwise be entitled as a director for any period for which the Continuing Services Fee or any installment thereof is paid. (c) If an employee of CD&R is appointed to an executive management position (or a position of comparable responsibility), whether in addition to or other than as a Designated Director, in any member of the Company Group, then for the period of such employee's service in such position the Continuing Services Fee shall be increased by an amount to be determined by CD&R, such amount not to exceed 100% of the Continuing Services Fee in effect at such time. (d) The Company Group jointly and severally agree agrees to reimburse pay to CD&R upon consummation of any Add-on Transaction, as compensation for such reasonable travel and other out-of-pocket expenses ("Expenses") as may -------- be incurred Transaction Services rendered by CD&R and its employees and agents in hereunder with respect to such Add-on Transaction, a cash fee equal to 1.0% of the course or on account of rendering any Acquisition Services or Continuing Services including but not limited to any fees and expenses of any legal, accounting or other professional advisors to CD&R engaged in connection with Acquisition Services or Continuing Services previously provided or being provided hereunder and any 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.Transaction

Appears in 1 contract

Samples: Consulting Agreement (A Relocation Solutions Management Co)

Compensation; Payment of Expenses. (a) The Company Group jointly --------------------------------- and severally agree to pay CD&R, concurrent with the execution of this Agreement, as compensation for the Acquisition Services, a fee of $2,700,000. (b) The Company Group jointly and severally agree agrees to pay to CD&R, as compensation for Continuing Services services rendered and to be rendered under this Agreement pursuant to Section 2 hereof by CD&R hereunder, a fee of $500,000 per year (the "Continuing Services Fee"), one- ----------------------- twelfth one quarter of which shall be payable quarterly in advance on the first day of each month of January, April, July and October commencing on January 1, 2003. CD&R acknowledges that the first day of Continuing Services Fee payable by the month following Company to CD&R for the date of quarterly period commencing January 1, 2003 has been paid by the closing of the AcquisitionCompany in full. Such Continuing Services Fee may, in may be increased with the sole discretion approval of a majority of the members of the Company's Board of Directors who are not affiliated with CD&Remployees of Holding, be increased the Company, CD&R or any affiliate of CD&R (the "Disinterested Directors") but may not be decreased without the prior written consent of CD&R. If any employee of CD&R shall be elected to serve on the Board of Directors of any member of Holding or the Acquisition Group Company or any of their affiliates (a "Designated Director"), ---------- -------- in consideration of the Continuing Services Fee being paid to CD&R, CD&R shall cause such Designated Director to waive any and all fees to which such director would otherwise be entitled as a director for any period for which the Continuing Services Fee or any installment thereof is paid. (b) If an employee of CD&R is appointed to an executive management position (or a position of comparable responsibility), whether in addition to or other than as a Designated Director, in the Company or Holding, then for the period of such employee's service in such position the Continuing Services Fee shall be increased by an amount to be determined by CD&R, such amount not to exceed 100% of the Continuing Services Fee in effect at such time. (c) The Company Group jointly and severally agree agrees to reimburse pay to CD&R upon consummation of any Add-on Transaction, as compensation for such reasonable travel and other out-of-pocket expenses ("Expenses") as may -------- be incurred Transaction Services rendered by CD&R and its employees and agents hereunder with respect to such Add-on Transaction, a cash fee equal to 1.0% of the Transaction Value of such Add-on Transaction (the "Add-on Fee"). Payment by the Company of an Add-on Fee in excess of 1.0% of the course or Transaction Value of the Add-on account Transaction shall require the approval of rendering any Acquisition Services or Continuing Services including but a majority of the Disinterested Directors, provided that an Add-on Fee shall not limited to any fees and expenses of any legal, accounting or other professional advisors to CD&R engaged in connection with Acquisition Services or Continuing Services previously provided or being provided hereunder and any expenses incurred by any Designated Director be payable in connection with the performance sale by way of his dutiesmerger or otherwise of all or substantially all of the outstanding shares of capital stock of Holding or the sale of all or substantially all of the assets of Holding and its subsidiaries. CD&R may submit monthly expense statementsAs used herein, which the term "Transaction Value" means the total value of the Add-on Transaction, including, without limitation, the aggregate amount of the cash funds or other securities required to complete the Add-on Transaction (excluding any fees payable pursuant to this Section 3(c)) including the amount of any indebtedness, preferred stock or similar items assumed, refinanced or left outstanding. For purposes of calculating the Add-on Fee, the value of any securities included in the Transaction Value will be determined by the average of the last sales prices for such securities on the five trading days ending five days prior to the consummation of the Add-on Transaction, provided that if such securities do not have an existing public trading market, the value of the securities shall be payable within thirty daystheir fair market value as mutually agreed between the Company and CD&R on the day prior to consummation of the Add-on Transaction.

Appears in 1 contract

Samples: Consulting Agreement (Remington Arms Co Inc/)

Compensation; Payment of Expenses. (a) The Company Group jointly --------------------------------- and severally agree to pay CD&R, concurrent Concurrently with the execution of this the Original Agreement, the Company Group paid CD&R as compensation for the Acquisition Services, a fee of $2,700,000. (b) The Company Group JCI and JCISA, jointly and severally agree to pay to CD&R, as compensation for Continuing Services rendered and to be rendered by CD&R hereunder, a fee of 2 3 $500,000 1,000,000 per year (the "Continuing Services Fee"), one- ----------------------- twelfth one quarter of which shall be payable quarterly in advance on the first day of each month of January, April, July and October commencing on January 1, 2001. Any Continuing Services Fees due for the first day of the month following quarterly period commencing January 1, 2001 that has not been paid shall be payable on the date of the closing of the Acquisitionhereof. Such Continuing Services Fee may, in may be increased with the sole discretion approval of a majority of the members of the CompanyLux SA's, JCI's and JCISA's Board of Directors who are not affiliated with CD&Remployees of any member of the Company Group, be increased CD&R or any affiliate of CD&R (the "Disinterested Directors") but may not be decreased without the prior written consent of CD&R. If any employee of CD&R shall be elected to serve on the Board of Directors of any member of the Acquisition Company Group or any of their affiliates (a "Designated Director"), ---------- -------- in consideration of the Continuing Services Fee being paid to CD&R, CD&R shall cause such Designated Director to waive any and all fees to which such director would otherwise be entitled as a director for any period for which the Continuing Services Fee or any installment thereof is paid. (c) The If an employee of CD&R is appointed to an executive management position (or a position of comparable responsibility), whether in addition to or other than as a Designated Director, in any member of the Company Group Group, then for the period of such employee's service in such position the Continuing Services Fee shall be increased by an amount to be determined by CD&R, such amount not to exceed 100% of the Continuing Services Fee in effect at such time. (d) JCI and JCISA jointly and severally agree to reimburse pay to CD&R upon consummation of any Add-on Transaction, as compensation for such reasonable travel and other out-of-pocket expenses ("Expenses") as may -------- be incurred Transaction Services rendered by CD&R and its employees and agents hereunder with respect to such Add-on Transaction, a cash fee equal to 1.0% of the Transaction Value of such Add-on Transaction (the "Add-on Fee"). Payment by the Company of an Add-on Fee in excess of 1.0% of the course or Transaction Value of the Add-on account Transaction shall require the approval of rendering any Acquisition Services or Continuing Services including but a majority of the Disinterested Directors, provided that an Add-on Fee shall not limited to any fees and expenses of any legal, accounting or other professional advisors to CD&R engaged in connection with Acquisition Services or Continuing Services previously provided or being provided hereunder and any expenses incurred by any Designated Director be payable in connection with the performance sale by way of his dutiesmerger or otherwise of all or substantially all of the outstanding shares of capital stock of Lux SA or the sale of all or substantially all of the assets of Lux SA and its subsidiaries. CD&R may submit monthly expense statementsAs used herein, which the term "Transaction Value" means the total value of the Add-on Transaction, including, without limitation, the aggregate amount of the cash funds or other securities required to complete the Add-on Transaction (excluding any fees payable pursuant to this Section 3(d)) including the amount of any indebtedness, preferred stock or similar items assumed, refinanced or left outstanding. For purposes of calculating the Add-on Fee, the value of any securities included in the Transaction Value will be determined by the average of the last sales prices for such securities on the five trading days ending five days prior to the consummation of the Add-on Transaction, provided that if such securities do not have an existing public trading market, the value of the securities shall be payable within thirty daystheir fair market value as mutually agreed between the Company Group and CD&R on the day prior to consummation of the Add-on Transaction.

Appears in 1 contract

Samples: Consulting Agreement (CDRJ Investments Lux S A)

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Compensation; Payment of Expenses. (a) The Company Group jointly --------------------------------- and severally agree agrees to pay CD&R, concurrent with the execution of this Agreement, as compensation for the Acquisition Services, a fee of $2,700,000. (b) The Company Group jointly and severally agree to pay --------------------------------- to CD&R, as compensation for Continuing Services services rendered and to be rendered by CD&R hereunder, a fee of $500,000 per year (the "Continuing Services Fee"), one- one ----------------------- twelfth quarter of which shall be payable quarterly in advance on the first day of each month of January, April, July and October commencing on January 1, 2001. Any Continuing Services Fees due for the first day of the month following quarterly period commencing January 1, 2001 that has not been paid shall be payable on the date of the closing of the Acquisitionhereof. Such Continuing Services Fee may, in may be increased with the sole discretion approval of a majority of the members of the Company's Board of Directors who are not affiliated with CD&Remployees of Holding, be increased the Company, CD&R of any affiliate of CD&R (the "Disinterested Directors") but ----------------------- may not be decreased without the prior written consent of CD&R. If any employee of CD&R shall be elected to serve on the Board of Directors of any member of Holding or the Acquisition Group Company or any of their affiliates (a "Designated Director"), ---------- -------- in consideration ------------------- of the Continuing Services Fee being paid to CD&R, CD&R shall cause such Designated Director to waive any and all fees to which such director would otherwise be entitled as a director for any period for which the Continuing Services Fee or any installment thereof is paid. (b) If an employee of CD&R is appointed to an executive management position (or a position of comparable responsibility), whether in addition to or other than as a Designated Director, in the Company or Holding, then for the period of such employee's service in such position the Continuing Services Fee shall be increased by an amount to be determined by CD&R, such amount not to exceed 100% of the Continuing Services Fee in effect at such time. (c) The Company Group jointly and severally agree agrees to reimburse pay to CD&R upon consummation of any Add-on Transaction, as compensation for such reasonable travel and other out-of-pocket expenses ("Expenses") as may -------- be incurred Transaction Services rendered by CD&R and its employees and agents hereunder with respect to such Add-on Transaction, a cash fee equal to 1.0% of the Transaction Value of such Add-on Transaction (the "Add-on Fee"). Payment by ---------- the Company of an Add-on Fee in excess of 1.0% of the course or Transaction Value of the Add-on account Transaction shall require the approval of rendering any Acquisition Services or Continuing Services including but a majority of the Disinterested Directors, provided that an Add-on Fee shall not limited to any fees and expenses of any legal, accounting or other professional advisors to CD&R engaged be payable in connection with Acquisition Services or Continuing Services previously provided or being provided hereunder and any expenses incurred by any Designated Director in -------- connection with the performance sale by way of his dutiesmerger or otherwise of all or substantially all of the outstanding shares of capital stock of Holding or the sale of all or substantially all of the assets of Holding and its subsidiaries. CD&R may submit monthly expense statementsAs used herein, which the term "Transaction Value" means the total value of the Add-on Transaction, including, without limitation, the aggregate amount of the cash funds or other securities required to complete the Add-on Transaction (excluding any fees payable pursuant to this Section 3(c)) including the amount of any indebtedness, preferred stock or similar items assumed, refinanced or left outstanding. For purposes of calculating the Add-on Fee, the value of any securities included in the Transaction Value will be determined by the average of the last sales prices for such securities on the five trading days ending five days prior to the consummation of the Add-on Transaction, provided that if -------- such securities do not have an existing public trading market, the value of the securities shall be payable within thirty daystheir fair market value as mutually agreed between the Company and CD&R on the day prior to consummation of the Add-on Transaction.

Appears in 1 contract

Samples: Consulting Agreement (Raci Holding Inc)

Compensation; Payment of Expenses. (a) The Company Group and TTC --------------------------------- jointly --------------------------------- and severally agree to pay to CD&R, concurrent with the execution of this Agreement, as compensation for the Acquisition Merger Services, a fee of $2,700,0009,200,000. (b) The Company Group and TTC 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- payable ----------------------- twelfth of which shall be payable on the first day of each month commencing on the first day of the month following the date in monthly installments of the closing of the Acquisition$41,666.66 in arrears commencing on June 1, 1998. 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 affiliated with CD&R, be increased but may not be decreased without the prior written consent of CD&R. If any employee of CD&R shall be elected to serve on the Board of Directors of any member or as an officer of the Acquisition Group or any of their affiliates Company (a "Designated ---------- Director"), ---------- -------- in consideration of the Continuing Services Fee being paid to CD&R, -------- CD&R shall cause such Designated Director to waive any and all fees compensation, including without limitation, fees, stock options, equity participation and other incentives, to which such director would otherwise be entitled as a director for any period for which the Continuing Services Fee or any installment thereof is paid.paid and for which such Designated Director continues to be employed by CD&R. (c) The Company Group and TTC jointly and severally agree to reimburse CD&R for such reasonable travel and other out-of-pocket expenses ("Expenses") as may -------- have been or be incurred by CD&R and its employees employees, agents and agents advisors in the course or on account of rendering any Acquisition of the Merger Services or the Continuing Services 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 Acquisition the Merger Services or 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 (Dynatech Corp)

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