Exhibit 10.3
AMENDED, RESTATED AND CONSOLIDATED
MANAGEMENT AND CONSULTING AGREEMENT
TC MANAGEMENT, L.L.C.
TC MANAGEMENT IV, L.L.C.
XXXXXXXX XXXXX & PARTNERS MANAGEMENT, L.P.
SEPTEMBER 19, 2000
TTM Technologies, Inc.
00000 X.X. 00xx Xxxxx
Xxxxxxx, XX 00000
RE: MANAGEMENT AND FINANCIAL ADVISORY SERVICES
Gentlemen:
This letter will confirm the agreement among TC Management,
L.L.C., a Delaware limited liability company ("TC"), TC Management IV, L.L.C., a
Delaware limited liability company ("XX XX", and, together with TC, "Xxxxxx"),
Xxxxxxxx Xxxxx & Partners Management L.P., a Delaware limited partnership,
("Xxxxxxxx Xxxxx" and together with Xxxxxx, the "Consultants") and TTM
Technologies, Inc., a Washington corporation (the "Company"), pursuant to which
the Consultants will render to the Company certain management and consulting
services in connection with corporate development activities and the operation
and conduct of the Company's business. Consultants shall commence providing
these services as of the date of this letter agreement (this "Agreement").
Consultants and the Company shall agree on the specific type and extent of
services to be provided pursuant to this Agreement.
MANAGEMENT AND CONSULTING SERVICES
1. As consideration for the management and consulting services
to be provided to it by the Consultants, the Company shall pay the Consultants a
quarterly fee (the "Management Fee") of $150,000 payable on the first business
day of each calendar quarter. Such quarterly fee shall be paid 60% to Xxxxxx and
40% to Xxxxxxxx Xxxxx. Fees for future services shall be prorated for any
partial calendar quarter during which the Consultants perform services
hereunder. Upon the completion of future acquisitions of printed circuit board
companies, the Board of Directors of the Company will determine an appropriate
increase in the Management Fee based upon the size, complexity and condition of
the acquired businesses.
2. Upon consummation of the Company's initial public offering
(the "Closing Date"), the Company shall as soon as practicable pay the
Consultants all accrued and outstanding Management Fees and related expenses
payable under Section 1 of this Agreement. Upon payment of such Management Fees
and related expenses, Section 1 of this Agreement shall be terminated and shall
be of no further force and effect and the parties hereto shall have no further
rights or obligations thereunder. As of the Closing Date, the parties shall
release and discharge one other and their respective successors and assigns of
and from all manner of
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actions, causes of action, suits, debts, sums of money, accounts, reckonings,
bonds, bills, specialties, covenants, controversies, agreements, promises,
variances, trespasses, damages, judgments, claims and demands whatsoever, in law
or in equity (collectively "Claims"), which the releasing and discharging party
or any successor or assign of such party ever had, now has or hereafter can,
shall or may have against the other party hereto or its successors or assigns
for, upon or by reason of any matter, cause or thing whatsoever relating to or
arising out of Section 1 of this Agreement.
3. As consideration for the Consultants agreeing to terminate
Section 1 of this Agreement in accordance with Section 2 and forego future
Management Fees to have been provided to the Consultants by the Company, the
Company shall pay the Consultants an additional fee of $1,500,000 in the
aggregate, payable upon the Closing Date. Such fee shall be paid 60% to Xxxxxx
and 40% to Xxxxxxxx Xxxxx.
FINANCIAL ADVISORY SERVICES
4. In addition to the management and consulting services
referenced above, the Consultants shall provide financial advisory services in
connection with potential acquisitions by the Company and any transactions
relating to the refinancing, public or private offering or sale of all or any
part of the Company's assets or capital stock to any persons, in each case
whether by way of merger, consolidation, reorganization, recapitalization,
offering, partnership, joint venture or otherwise (collectively,
"Transactions"). In connection with any Transaction, the Company shall pay to
the Consultants a Transaction fee (the "Transaction Fee") in the amount not to
exceed (a) 1.5% of the first $50 million of the proceeds of sale (in case of a
sale of assets or stock) or the value of the Transaction (as customarily
determined) plus (b) 1.0% of the amount, if any, by which the proceeds of sale
or the value of the Transaction exceeds $50 million, PROVIDED, HOWEVER, that in
the event the Transaction is the Company's initial public offering, the
Transaction Fee shall be an amount not to exceed to 2.0% of the aggregate
proceeds from such initial public offering. Any Transaction Fee shall be paid
60% to Xxxxxx and 40% to Xxxxxxxx Xxxxx. Notwithstanding the foregoing, the
Company shall have no obligation to pay the Consultants a Transaction Fee if,
immediately prior to the consummation of the Transaction, the Consultants and
their affiliates, on a combined basis, hold less than 25% percent of the total
outstanding voting capital stock of the Company.
5. The Consultants shall also be entitled to receive (or be
reimbursed for) their reasonable out-of-pocket expenses incurred in connection
with services performed hereunder, upon submission of appropriate receipts and
documentation in support thereof.
6. The doing of any act or the failure to do any act by any
Consultant or any of its officers, directors, employees, partners, members or
affiliates, or any person who controls any of the foregoing, the effect of which
may or does cause or result in loss or damage to the Company or its affiliates,
shall not subject such Consultant, or any of such persons or entities, to any
liability to the Company, its affiliates or any of their respective officers,
directors, shareholders, employees or affiliates, or to any other person
whatsoever, except to the extent such loss or damage is found in a final,
nonappealable judgment by a court of competent jurisdiction to have resulted
from the willful misconduct of such Consultant.
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7. In addition to its agreements and obligations under this
Agreement, the Company agrees to indemnify and hold harmless each Consultant and
its affiliates (including its and their respective officers, directors,
stockholders, partners, members, employees, affiliates and agents) (each
indemnitee is referred to herein as an "Indemnified Person") from and against
any and all claims, liabilities, losses and damages (or actions in respect
thereof), in any way related to or arising out of the performance by such
Indemnified Person of services under this Agreement, and to reimburse each
Indemnified Person for reasonable legal and other expenses incurred by it in
connection with or relating to investigating, preparing to defend, or defending
any actions, claims or other proceedings (including any investigation or
inquiry) arising in any manner out of or in connection with such Indemnified
Person's performance or non-performance under this Agreement (whether or not
such Indemnified Person is a named party in such proceedings); PROVIDED,
HOWEVER, that the Company shall not be responsible under this paragraph for any
claims, liabilities, losses, damages or expenses to the extent that they are
finally judicially determined to result from actions taken by such Indemnified
Person that constitute willful misconduct.
8. The Consultants shall perform the services described herein
until the Consultants deliver a written letter of resignation signed by each
Consultant to the Company, which the Consultants may do in their sole
discretion, at any time, and for any reason or no reason.
9. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their legal representatives, successors and
assigns. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the state of Washington applicable to
agreements made and entirely to be performed within such jurisdiction.
10. This Agreement constitutes the entire agreement between
the parties hereto and supercedes all other agreements, understandings,
representations and warranties between the parties with respect to the subject
matter hereof and thereof.
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If the foregoing is acceptable to you, please sign this letter
in the space provided below and return it to the undersigned.
Very truly yours,
TC MANAGEMENT, L.L.C.
By: /s/ XXXXXXX X. XXXXXXXX
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Name: Xxxxxxx X. Xxxxxxxx
Title: Authorized Representative
TC MANAGEMENT IV, L.L.C.
By: /s/ XXXXXXX X. XXXXXXXX
-----------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Authorized Representative
XXXXXXXX XXXXX & PARTNERS MANAGEMENT, L.P.
By: XXXXXXXX XXXXX & PARTNERS, INC.,
its general partner
By: /s/ XXXXXXX X. XXXXX
--------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
ACCEPTED AND AGREED TO:
TTM TECHNOLOGIES, INC.
By: /s/ XXXXXX X. XXXXX
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Name: Xxxxxx X. Xxxxx
Title: Chief Executive Officer
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