Common use of Compensation for Consulting Services Clause in Contracts

Compensation for Consulting Services. As compensation for the Consulting Services, MergerCo, on behalf of itself and the other members of the Company Group, shall pay CD&R a fee of $1,500,000 per year (the “Consulting Fee”), one quarter of which shall be payable quarterly in advance on the first day of each January, April, July and October (each, a “Consulting Services Payment Date”). The Consulting Fee shall begin accruing immediately following the consummation of the Acquisition, and the amount of the Consulting Fee accrued prior to the next succeeding Consulting Services Payment Date shall be payable on such Consulting Services Payment Date, together with the regular installment of the Consulting Fee payable on such Consulting Services Payment Date. The Consulting Fee may be increased with the approval of a majority of the members of the Board of Directors of Investors who are not employees of Investors, CD&R or any of their respective subsidiaries and Affiliates (the “Disinterested Directors”), but may not be decreased without the prior written consent of CD&R. If an employee of CD&R or any of its subsidiaries or Affiliates is elected to serve on the Board of Directors of Investors or any of its subsidiaries (a “Designated Director”), CD&R shall cause such Designated Director to waive any and all director's fees to which he or she otherwise would be entitled for any period for which the Consulting Fee (or an installment thereof) is paid and for which such Designated Director continues to be employed by CD&R or any of its subsidiaries or Affiliates. If, on the other hand, an employee of CD&R or any of its subsidiaries or Affiliates is appointed to an executive management position (or a position of comparable responsibility) with Investors or any of its subsidiaries, whether in addition to or other than as a Designated Director, then, for the period of such employee's service in such position, the Consulting Fee shall be increased by an amount to be reasonably determined by CD&R, such amount not to exceed 100% of the Consulting Fee then in effect. For purposes of this Agreement, “Affiliate” shall mean, with respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with, such person or entity.

Compensation for Consulting Services. As compensation for the Consulting Services, MergerCothe Company shall, or shall cause one or more other members of the Company Group to, on behalf of itself and the other members of the Company Group, shall pay CD&R Manager a fee of $1,500,000 2,000,000 per year (together, the “Consulting Fee”), one quarter of which shall be payable quarterly in advance on the first day of each January, April, July and October (each, a “Consulting Services Payment Date”). The Consulting Fee shall begin accruing immediately following the consummation of the AcquisitionMerger, and the amount of the Consulting Fee accrued prior to the next succeeding Consulting Services Payment Date shall be payable on such Consulting Services Payment Date, together with the regular installment of the Consulting Fee payable on such Consulting Services Payment Date. The Consulting Fee may be increased with the approval of a majority of the members of the Board of Directors of Investors who are not employees of Investors, CD&R or any of their respective subsidiaries and Affiliates (the “Disinterested Directors”), but may not be decreased without the prior written consent of CD&R. If an employee of CD&R Manager or any of its subsidiaries or Affiliates is elected to serve on the Board of Directors of Investors or any of its subsidiaries (a “Designated Director”), CD&R shall cause such Designated Director to waive any and all director's fees to which he or she otherwise would be entitled for any period for which the Consulting Fee (or an installment thereof) is paid and for which such Designated Director continues to be employed by CD&R or any of its subsidiaries or Affiliates. If, on the other hand, an employee of CD&R or any of its subsidiaries or Affiliates is appointed to an executive management position (or a position of comparable responsibility) with Investors the Company or any other member of its subsidiaries, whether in addition to or other than as a Designated Directorthe Company Group, then, for the period of such employee's ’s service in such position, the Consulting Fee shall be increased by an amount to be reasonably determined by CD&R, such amount Manager but not to exceed 100% of the Consulting Fee then in effect. For purposes The Consulting Fee may otherwise be increased only by the Company, subject to (i) Unanimous Board Approval if required pursuant to Section 2.3(c)(iii) of this the Stockholders Agreement or (ii) if Unanimous Board Approval is not required pursuant to Section 2.3(c)(iii) of the Stockholders Agreement, (x) the approval of a majority of the members of the Board who are not employees of the Company, Manager, Fund VII, Fund VII (Co-Investment) or their respective Affiliates (“Affiliate” shall meanDisinterested Directors”) or (y) if there are no Disinterested Directors serving on the Board, the approval of a nationally recognized expert with respect to any person or entityexpertise in appraising the terms and conditions of the fee for which approval is required (each of clauses (x) and (y), any other person or entity directly or indirectly controlling, controlled by or under common control with, such person or entitya “Disinterested Approval”). The Consulting Fee may not be decreased without the prior written consent of Manager.