EXHIBIT 10.10
EXECUTION COPY
MANAGEMENT AND CONSULTING AGREEMENT
TC MANAGEMENT L.L.C.
April 1, 1997
Software AG Americas, Inc.
00000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxx, XX 00000-0000
Re: Management Services
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Gentlemen:
This letter will confirm the agreement between TC Management L.L.C., a
Delaware limited liability company ("Xxxxxx"), and Software AG Americas, Inc., a
Virginia corporation (the "Company"), pursuant to which Xxxxxx will render to
the Company certain management and consulting services in connection with the
operation and conduct of the Company's business. Xxxxxx shall commence providing
these services as of the date of this letter agreement (this "Agreement").
Xxxxxx and the Company shall agree on the specific type and extent of services
to be provided pursuant to this Agreement.
As consideration for the management and consulting services to be
provided to it by Xxxxxx, the Company shall pay Xxxxxx a quarterly fee of
$75,000 payable on the first business day of each calendar quarter, with the
first such payment to be made on the date hereof. Such fee shall be prorated for
any partial calendar quarter during which Xxxxxx performs services hereunder.
Xxxxxx shall also be entitled to receive (or be reimbursed for) its
reasonable out-of-pocket expenses incurred in connection with its services
performed hereunder, upon submission of appropriate receipts and documentation
in support thereof.
The doing of any act or the failure to do any act by Xxxxxx or any of its
officers, directors, employees, partners, members or affiliates, or any person
who
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Page 2
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 Xxxxxx, 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, non-appealable judgment by a court of competent
jurisdiction to have resulted from the willful misconduct of Xxxxxx.
In addition to its agreements and obligations under this Agreement, the
Company agrees to indemnify and hold harmless Xxxxxx 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
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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.
Xxxxxx shall perform the services described herein until Xxxxxx delivers
a written letter of resignation to the Company, which Xxxxxx may do in its sole
discretion, at any time, and for any reason or no reason.
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
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Commonwealth of Virginia applicable to agreements made and entirely to be
performed within such jurisdiction.
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/ Xxxx Xxxxxxxxxx
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An Authorized Representative
ACCEPTED AND AGREED TO:
SOFTWARE AG AMERICAS, INC.
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
President and Chief
Executive Officer
