EXHIBIT 10.16
March 28, 2002
[Name of Investor]
[Address of Investor
Re: Management Rights
Dear Sirs:
This letter will confirm our agreement that pursuant to the purchase by
[Investor] ("Investor") of shares of Series B Preferred Stock of Xxxx Xxxxxxx
Corporation (the "Company"), Investor will be entitled to the following
contractual management rights, in addition to all other rights provided in the
current financing:
(1) Investor shall be entitled to consult with and advise management of
the Company on significant business issues, including management's
proposed annual operating plans, and management will meet with
Investor regularly during each year at the Company's facilities at
mutually agreeable times for such consultation and advice and to
review progress in achieving said plans.
(2) Investor may examine the books and records of the Company and
inspect its facilities and may request information at reasonable
times and intervals concerning the general status of the Company's
financial condition and operations, provided that access to highly
confidential proprietary information and facilities need not be
provided.
(3) If Investor is not represented on the Company's Board of Directors,
the Company shall allow a representative of Investor to attend all
meetings of the Board of Directors as an observer and shall give
such representative of Investor copies of all notices, minutes,
consents, and other material that the Company provides to its
directors (except that the representative may be excluded from
access to any material or meeting or portion thereof if the Company
believes, upon advice of counsel, that such exclusion is reasonably
necessary to preserve the attorney-client privilege, to protect
highly confidential proprietary information, or for other similar
reasons), and upon reasonable notice and at a scheduled meeting of
the board of directors or such other time, if any, as the board of
directors may determine in its sole discretion, to have such
representative address the board of directors with respect to the
Investor's concerns regarding significant business issues facing the
Company.
The rights described herein shall terminate and be of no further force or
effect upon the later to occur of (i) the earlier of (A) a Qualified Public
Offering (as that term is defined in the Stockholders' Agreement, dated March
28, 2002, by and among the
Company and the parties listed as Investors on Annex A, attached thereto (the
"Stockholders' Agreement")) or (B) a Qualified Merger (as defined in the
Stockholders' Agreement) and (ii) the date on which the Investor owns less than
five percent (5%) of the capital stock, calculated on a fully diluted basis of
the Company (or, if a Qualified Merger has occurred, of the Qualified Public
Company (as defined in the Stockholders' Agreement) surviving such Qualified
Merger).
Very truly yours,
XXXX XXXXXXX CORPORATION
By: ___________________________________
[Name], [Title]
AGREED AND ACCEPTED THIS 28th DAY OF MARCH, 2002.
[INVESTOR]
By: _______________________________
[Name], [Title]
