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Exhibit 10.16
FEE TERMINATION AGREEMENT
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AGREEMENT, dated as of _______________, 1999, by and between OneSource
Information Services, Inc., a Delaware corporation (the "Company"), Xxxx
Capital, Inc. ("Bain") and Xxxxxxx Xxxxx Venture Partners III Limited
Partnership ("Xxxxx").
The Company currently pays each of Bain and Xxxxx an annual advisory fee of
$100,000 for services which they render to the Company (the "Advisory Fee"). The
Company is currently contemplating an initial public offering of its common
stock (the "IPO"). In connection with the IPO, the Company desires that the
Advisory Fee be terminated and to compensate Bain and Xxxxx for such termination
and for services previously rendered, and Bain and Xxxxx are willing to
terminate the Advisory Fee for the consideration described below.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements set forth herein, the parties hereto agree as follows
1. FEE TERMINATION. Upon the consummation of the IPO, Bain and Xxxxx
hereby agree that the Company's obligation to pay Bain and Xxxxx the Advisory
Fee is hereby terminated. In consideration for the foregoing termination and for
services previously rendered to the Company, upon the closing of the IPO, the
Company shall pay to each of Bain and Xxxxx an amount equal to $500,000, payable
in cash by wire transfer of immediately available funds.
2. Miscellaneous.
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(a) ASSIGNMENT. This Agreement shall be binding upon the parties hereto
and their successors and assigns.
(b) AMENDMENTS. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto.
(c) GOVERNING LAW. This Agreement shall be governed in all respects,
including validity interpretation and effects, by the laws of the State of
Delaware, without regard to the principles of conflicts of laws thereof
(d) SEVERABILITY. If any term, provision, covenant or restriction of this
Agreement is held by a court or a governmental agency of competent jurisdiction
to be invalid, void or unenforceable, or cause any party hereto to be in
violation of any applicable provision of law, the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected impaired or invalidated.
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IN WITNESS WHEREOF, Purchaser and Seller have caused this Agreement to be
signed as of the date first above written.
ONESOURCE INFORMATION SERVICES, INC.
By:
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Its:
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XXXX CAPITAL, INC.
By:
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A Managing Director
XXXXXXX XXXXX VENTURE PARTNERS II
LIMITED PARTNERSHIP
By: Xxxxxxx Xxxxx Venture Management Company
Its: General Partner
By:
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A General Partner
