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EXHIBIT 10.8
MANAGEMENT AGREEMENT
WITH
SCP PRIVATE EQUITY PARTNERS, L.P.
AGREEMENT entered into as of November 29, 1996, by and between SCP
Private Equity Partners, L.P. a Delaware limited partnership with a principal
place of business at 800 The Safeguard Building, 000 Xxxxx Xxxx Xxxxx, Xxxxx, XX
00000 (the "Consultant") and JHFSC Acquisition Corp., a Delaware corporation
(the "JHFSC").
WHEREAS, the Consultant has staff specially skilled in corporate
finance, strategic corporate planning, and other management skills and services;
and
WHEREAS, as of the date hereof, JHFSC has concluded the purchase of all
the equity securities of the JHFSC's subsidiary, Xxxx Xxxxxxx Freedom Securities
Corporation (the "Stock Purchase"); and
WHEREAS, JHFSC and its subsidiaries (which are collectively referred to
herein as the "Company") will require the Consultant's special skills and
management advisory services in connection with its general business operations;
and
WHEREAS, the Consultant is willing to provide such skills and services
to the Company.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto intending to be legally bound do hereby agree as
follows:
1. SERVICES. The Consultant hereby agrees that, during the term of
this Agreement (the "Term"), it will:
a. provide the Company with advice in connection with the negotiation
and consummation of agreements, contracts, documents and
instruments necessary to provide the Company with financing from
banks or other financial institutions or other entities on terms
and conditions satisfactory to the Company; and
b. provide the Company with financial, managerial and operational
advice in connection with its day-to-day operations, including,
without limitation:
(i) advice with respect to the investment of funds; and
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(ii) advice with respect to the development and implementation of
strategies for improving the operating, marketing and
financial performance of the Company.
2. TERM. This Agreement shall continue in full force and effect,
unless and until terminated by mutual consent of the parties, for so long as the
Consultant (or any successor or permitted assign, as the case may be) continues
to carry on the business of providing services of the type described in
Section 1 above; provided, however, that either party may terminate this
Agreement following a material breach of the terms of this Agreement by the
other party hereto and a failure to cure such breach within 30 days following
written notice thereof; and provided further that each of (a) the obligations of
the Company under Sections 4.2 and 5 below and (b) any and all accrued and
unpaid obligations of the Company owed under Section 4.1 below shall survive any
termination of this Agreement to the maximum extent permitted under applicable
law.
3. SERVICES TO BE PERFORMED. The Consultant shall devote reasonable
time and efforts to the performance of the consulting and management advisory
services contemplated by the Agreement. However, no precise number of hours is
to be devoted by the Consultant on a weekly or monthly basis. The Consultant may
perform services under this Agreement directly, through its employees or agents,
or with such outside consultants as the Consultant may engage for such purpose.
4. COMPENSATION; EXPENSE REIMBURSEMENT.
4.1 In consideration of the management advisory services hereunder,
the Consultant (or its designee) shall be paid an annual fee (hereinafter, the
"Management Fee") equal to $62,500. The Management Fee shall be payable in equal
quarterly installments each year, to be paid quarterly in advance on the first
day of each calendar quarter, except for the installment which would otherwise
be payable on the first day of the first calendar quarter following the date
hereof which shall instead be paid on the date hereof.
4.2 The Company shall reimburse the Consultant for all reasonable
out-of-pocket expenses incurred in connection with the management advisory
services to be provided by the Consultant hereunder, including, without
limitation, reasonable travel, lodging and similar out-of-pocket costs
reasonably incurred by it in connection with or in account of its performance of
services for the Company hereunder. Reimbursement shall be made only upon
presentation to the Company by the Consultant of reasonably itemized
documentation therefor.
5. INDEMNIFICATION. In addition to their agreements and obligations
under this Agreement, the Company agrees to indemnify and hold harmless the
consultant, and its affiliates (including its officers, directors, stockholders,
partners, employees and agents) 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 the Consultant of services under
this Agreement (other than for
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expenses incurred described in Section 4 hereof or for compensation for services
rendered), and to reimburse the Consultant and any other such indemnified person
for reasonable out-of-pocket 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 investigations or
inquiry) arising in any manner out of or in connection with the Consultant's
performance under this Agreement (whether or not such indemnified person is a
named party in such proceeding); provided, however, that the Company shall not
be responsible under this Section 5 for any claims, liabilities, losses, damages
or expenses to the extent that they are finally judicially determined to result
form actions taken by the Consultant (or such other indemnified person) due
primarily to the Consultant's (or such other indemnified person's) gross
negligence or willful misconduct.
6. NOTICE. All notices hereunder, to be effective, shall be in
writing and shall be mailed by certified mail, postage prepaid as follows:
(i) If to the Consultant:
SCP Private Equity Partners, L.P.
800 The Safeguard Building
000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxxx
With a copy to:
SCP Private Equity Partners, L.P.
800 The Safeguard Building
000 Xxxxx Xxxx Xxxxx
Xxxxx, XX 00000
Attention: Xxxxx Xxxxxxx, Esq.
(ii) If to the Company:
One World Financial Center
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx XxXxx, Esq.
7. MODIFICATIONS; TERMINATION. This Agreement constitutes the entire
agreement between the parties hereto with regard to the subject matter hereof,
superseding all prior understandings and agreements whether written or oral.
This Agreement may not be amended or revised except by a writing signed by the
parties. This Agreement will terminate upon an initial public offering of the
common stock of the Parent.
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8. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns
but may not be assigned by either party without the prior written consent of the
other.
9. CAPTIONS. Captions have been inserted solely for the convenience
of reference and in no way define, limit or describe the scope or substance of
any provision shall not affect the validity of any other provision.
10. GOVERNING LAW. This Agreement shall be construed under and
governed by the laws of the Commonwealth of Massachusetts (regardless of the
laws that might otherwise govern under applicable Commonwealth of Massachusetts
principles of conflicts of law).
11. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same document.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as a
sealed instrument as of the date first above written.
SCP PRIVATE EQUITY PARTNERS, L.P. JHFSC ACQUISITION CORP.
By: /s/ Xxxxxx X. Plum By: /s/ Xxxx Xxxxxxxxx
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Name: Xxxxxx X. Plum Name: Xxxx Xxxxxxxxx
Title: General Partner Title: President
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