March 29, 2011 Mr. Gregory Burns Chief Executive Officer Clark Holdings, Inc. New York, NY 10016 Re: Agreement for the Provision of Services – First Amendment Dear Greg:
Exhibit 10.1
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March 29, 2011
Mr. Xxxxxxx Xxxxx
Chief Executive Officer
Xxxxx Holdings, Inc.
000 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Re: Agreement for the Provision of Services – First Amendment
Dear Xxxx:
This letter represents the first amendment (“First Amendment”) to the agreement between AlixPartners, LLP, a Delaware limited liability partnership (“AlixPartners”) and Xxxxx Holdings, Inc. (“Xxxxx” or the “Company”) dated November 29, 2010 (the “Engagement Letter”). Unless otherwise modified herein, the terms and conditions of the Engagement Letter remain in full force and effect.
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Xxxxxxxxx Xxxx will continue in his role as Interim President & Chief Operating Officer of the Company through April and May, 2011, and the Company shall have the option to extend Xx. Xxxx’x services through June, 2011.
Xxxx Xxxxxx’x service as Executive Vice President, Purchased Transportation for the Company’s subsidiary, Xxxxx Group, will end on March 31, 2011.
Schedule 1 of the Engagement Letter is amended as follows:
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1.
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Fees: AlixPartners commits to a monthly rate of $65,000 for the months of April and May, 2011 for the services of Xxxxxxxxx Xxxx. Should the Company elect to extend Xx. Xxxx’x services beyond May 2011 the monthly rate will be $85,000 for June, 2011. Fees shall be paid as follows:
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April 1, 2011
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$ | 32,500 | ||
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April 15, 2011
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$ | 32,500 | ||
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May 1, 2011
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$ | 32,500 | ||
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May 15, 2011
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$ | 32,500 | ||
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June 1, 2011 (at Company’s option)
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$ | 42,500 | ||
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June 15, 2011 (at Company’s option)
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$ | 42,500 |
00 Xxxx 00xx Xxxxxx | 29th Floor | New York, NY | 10019 | 212.490.2500 | 212.490-1344 fax | xxx.xxxxxxxxxxxx.xxx
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* CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
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Mr. Xxxxxxx Xxxxx
March 29, 2011
Page 2 of 3
In the event that changes occur with respect to scope, assumptions and/or personnel requirements, including those due to unforeseen events, the parties shall meet in good faith and agree to a revised fee arrangement.
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2.
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Sale Fee: In addition to the monthly fees, AlixPartners will be compensated for its efforts by the payment of a Sale Fee. The Company understands and acknowledges that the Sale Fee is an integral part of AlixPartners’ compensation for the engagement.
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Sale Fee in connection with the sale of the Company (“Sale Fee”): If the Company is sold, Xxxxx will pay AlixPartners a Sale Fee based on the Transaction Price (defined below) of the Company. The Sale Fee will be paid according to the following schedule:
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Transaction Price
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Sale Fee
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Minimum
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$ | 75,000 | ||
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[*]
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$ | 160,000 | ||
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[*]
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$ | 210,000 | ||
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[*]
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$ | 260,000 | ||
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[*]
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$ | 310,000 | ||
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[*]
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$ | 415,000 | ||
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[*]
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$ | 430,000 | ||
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[*]
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$ | 445,000 | ||
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[*]
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$ | 460,000 | ||
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[*]
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$ | 475,000 | ||
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Over [*]
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$ | 490,000 | ||
If this engagement is completed or terminated, AlixPartners shall remain entitled to its Sale Fee payable in connection with the engagement if the Company is sold within a period of 12 months from the date of completion or termination.
The Transaction Price is defined as the total consideration paid to the Company and its shareholders, including cash, debt assumed, deferred or contingent purchase price, or other consideration, if any, that comprises the amount necessary to consummate the transaction.
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* CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
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Page 2 of 3
Mr. Xxxxxxx Xxxxx
March 29, 2011
Page 3 of 3
The Sale Fee shall be paid out of the proceeds at the closing of the transaction.
If these terms meet with your approval, please sign and return the enclosed copy of this First Amendment.
We look forward to our continuing relationship with you.
Sincerely yours,
AlixPartners, LLP
/s/ Xxxx X. Xxxxxxxxx
Xxxx X. Xxxxxxxxx
Managing Director
Acknowledged and Agreed to:
XXXXX HOLDINGS, INC.
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By:
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/s/ Xxxxxxx X. Xxxxx
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Its:
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Chief Executive Officer
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Dated:
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March 29, 2011
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* CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
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Page 3 of 3
