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EXHIBIT 10.9
MANAGEMENT SERVICES AGREEMENT
This Management Services Agreement (this "Agreement") is made and
entered into as of June 30, 1999, by and between Juno Lighting, Inc. a Delaware
corporation ("Juno"), and Fremont Partners, L.L.C., a Delaware limited liability
company ("Fremont").
BACKGROUND
A. In connection with the conduct and expansion of its business, Juno
requires certain management services to be rendered to it, including strategic
planning, finance, tax and accounting services (the "Services").
B. Fremont desires to render the Services and Juno desires to retain
Fremont to render the Services on the terms and conditions set forth in this
Agreement.
AGREEMENT
1. Services. Within the capabilities of its personnel, Fremont shall
provide to Juno such Services as may from time to time be reasonably requested
by Juno and which are necessary and appropriate for the operation of the
business of Juno. Fremont is hereby specifically authorized to act on Juno's
behalf in providing the Services, and Juno will provide Fremont with such powers
of attorney and other instruments as may be necessary or appropriate for the
provision of Services under this Agreement. This Agreement is not exclusive and
shall not be deemed to prevent Juno from engaging others to perform the same or
similar services or to prevent Fremont from rendering the same or similar
services to others.
2. Compensation. Juno shall pay to Fremont an annual fee of $325,000.
3. Expenses. In addition to paying the compensation set forth in
Section 2 of this Agreement, Juno shall reimburse Fremont for all of Fremont's
reasonable out-of-pocket expenses reasonably incurred by Fremont in providing
the Services under this Agreement. All such reimbursements shall be due and
payable within 30 days after receipt by Juno of supporting services therefor,
provided that payments shall not be required more frequently than on a monthly
bases.
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4. Termination. This Agreement shall be effective June 30, 1999, and
shall continue until terminated by Juno or Fremont furnishing at least 60 days'
prior written notice to the other party. All fees payable under this Agreement
by Juno to Fremont shall be prorated as of the date of any termination of this
Agreement.
5. Indemnity. Juno will indemnify and hold Fremont and its members,
officers, employees, agents, representatives and affiliates harmless from and
against any and all losses, damages, costs or expenses (including reasonable
attorneys' fees) which they may suffer arising out of their performance of
services under this Agreement, provided that they will not be indemnified for
losses resulting from their gross negligence or willful misconduct.
6. Limitation of Liability. Fremont shall not be liable to Juno in
connection with services rendered hereunder except for gross negligence or
willful misconduct on the part of Fremont, and in no event shall Fremont be
liable to Juno in an amount in excess of the management fee paid to Fremont
under this Agreement.
7. Miscellaneous.
(a) This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of California without giving effect to
choice of law principles thereunder.
(b) Any notice or other communication under this Agreement must be
given in writing and either (i) delivered in person, (ii) transmitted by telex,
telefax or telecopy mechanism or (iii) mailed by certified or registered mail,
postage prepaid, receipt requested, as follows:
If to Juno, addressed to:
Juno Lighting, Inc.
0000 X. Xxxx Xxxx
Xxx Xxxxxxx, Xxxxxxxx 00000-0000
Attention: President
Telecopy: (000) 000-0000
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If to Fremont, addressed to:
Fremont Partners, L.L.C.
00 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attention: General Counsel
Telecopy: (000) 000-0000
or to such other address or to such other person as either party shall have last
designated by such notice to the other party. Each notice or other communication
shall be effective if given by telecommunication, when transmitted to the
applicable number so specified in this Section 6(b) and an appropriate answer
back is received, if given by mail, three days after such communication is
deposited in the mails with first class postage prepaid, addressed as aforesaid
or if given by any other means, when actually delivered at such address.
(c) This Agreement may be executed in one or more counterparts and
by different parties in separate counterparts. All of such counterparts shall
constitute one in the same Agreement and shall become effective when one or more
counterparts of this Agreement have been signed by each party and delivered to
the other party. Fax signatures shall constitute original signatures for all
purposes of this Agreement.
(d) This Agreement may be amended only by agreement in writing of
all parties. No waiver of any provision nor consent to any exception to the
terms of this Agreement shall be effective unless in writing and signed by the
party to be bound and then only to the specific purpose, extent and instance so
provided.
(e) Fremont shall render and perform the Services under this
Agreement as an independent contractor and the parties agree that the
relationship between Fremont and Juno shall be that of an independent contractor
and no joint venture, partnership, employer/employee or other similar
relationship shall exist or be create by virtue of the terms of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Management
Services Agreement as of the date and year first set forth above.
FREMONT PARTNERS, L.L.C.,
a Delaware limited liability company
By: Fremont Group, L.L.C.,
its managing member
By: Fremont Investors, Inc.,
its manager
By: /s/ XXXXXX XXXXXXX XX
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Name: Xxxxxx Xxxxxxx XX
Title: Managing Director
JUNO LIGHTING, INC.,
a Delaware corporation
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: Vice President,
Finance and Treasurer
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