Management and Consulting Services Clause Samples

Management and Consulting Services. Gentlemen: This letter shall confirm the agreement between ▇▇▇▇▇▇-▇▇▇▇ Funding, L.L.C., a Delaware limited liability company (the "Consultant") and Suntron Corporation, a Delaware corporation (the "Company"), pursuant to which the Consultant shall 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. The Consultant shall commence providing these services as of the effective date of the Company's proposed mergers with EFTC Corporation and ▇▇▇▇▇▇-▇▇▇▇ Funding II, L.L.C. (the "Effective Date").

Management and Consulting Services. (i) Consulting agrees to provide regular and customary Kaizen consulting to Holdings on a priority basis (meaning that if Consulting is at full capacity Holdings' needs will be given preference). The amount of consulting will be appropriate for the size of Holdings' operating business. Consulting will utilize its proven client launch model for implementing the Toyota Production System and converting to a high-performance culture of employee involvement. (ii) Consulting agrees to make available the services of Mr. Will▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ act as President and Chief Operating Officer of the Company as provided under the Employment Agreement entered as of the date hereof between Holdings and Mr. ▇▇▇▇▇▇▇▇. ▇onsulting shall have no liability in the event of Mr. ▇▇▇▇▇▇▇▇'▇ ▇▇▇ach of such Employment Agreement. (iii) Consulting agrees to provide the services of Mr. Anan▇ ▇▇▇▇▇▇ ▇▇ act as Chairman and Chief Executive Officer of Holdings. Holdings and Consulting acknowledge that Mr. ▇▇▇▇▇▇ ▇▇▇l remain an employee of Consulting, but will provide such time and services to Holdings to be actively involved and provide leadership in his capacity as Chairman and Chief Executive Officer. Neither Consulting nor Mr. ▇▇▇▇▇▇ ▇▇▇ll be separately compensated for providing such services unless otherwise agreed to by the Company and the Compensation Committee of its Board of Directors. (iv) Consulting further agrees to provide the services of Mr. Will▇▇▇ ▇▇▇▇▇▇ ▇▇ Holdings to work on the Company's acquisition strategy. Prior to the time that Holdings consummates its first acquisition of an operating company, Consulting will cause Mr. Sample to be available not less than fifty (50%) percent of his business time to Holdings and Consulting will cause Mr. Sample to provide such services as reasonably requested by Holdings' Chief Operating Officer or its Board of Directors. During this period, Holdings will pay compensation to Consulting in respect to Mr. Sample's services at the rate of $70,000 per annum plus fifty (50%) percent of Mr. Sample's benefits and bonus compensation. Following Holdings first acquisition of an operating company, Consulting will make available Mr. Sample to spend his full and exclusive business time to Holdings to act in such a capacity as will be determined by the Chief Operating Officer or Board of Directors of Holdings. At that time, Mr. Sample will enter into an employment agreement with Holdings, become a full time employee of Holdings and will be compensated ...

Management and Consulting Services. Gentlemen: This letter shall confirm the agreement among (i) ▇▇▇▇▇▇ Capital Management, L.P., a Delaware limited partnership (“▇▇▇▇▇▇”), (ii) Eos Management, Inc., a Delaware corporation (“Eos”) (▇▇▇▇▇▇ and Eos are each referred to herein as a “Consultant” and collectively as the “Consultants”), (iii) Roadrunner ▇▇▇▇▇, Inc., a Delaware corporation (“Roadrunner Parent”), (iv) Roadrunner ▇▇▇▇▇ Freight Systems, Inc., a Delaware corporation (“Roadrunner ▇▇▇▇▇”), (v) ▇▇▇▇▇▇▇ Transportation, LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇ Parent”), (vi) ▇▇▇▇▇▇▇ Trucking, Inc., a Maine corporation (“▇▇▇▇▇▇▇”), (vii) Big Rock Transportation, Inc., an Indiana corporation (“Big Rock”), (viii) Midwest Carriers, Inc., an Indiana corporation (“Midwest”), (ix) ▇▇▇▇▇ Truck Brokers, Inc., an Indiana corporation (“▇▇▇▇▇”), and (x) B&J Transportation, Inc., a Maine corporation (“B&J”) (Roadrunner Parent, Roadrunner Dawes, Sargent Parent, ▇▇▇▇▇▇▇, Big Rock, Midwest, ▇▇▇▇▇ and B&J are each referred to herein as a “Company” and collectively as the “Companies”), pursuant to which the Consultants shall render to the Companies certain management and consulting services in connection with corporate development activities and the operation and conduct of the Companies’ business. The Consultants shall commence providing these services as of the effective date (the “Effective Date”) of the merger (the “Merger”) of ▇▇▇▇▇▇▇ Transportation Group, Inc., a Delaware corporation, with and into ▇▇▇▇▇▇▇ Parent. This agreement amends and restates (i) that certain Management and Consulting Agreement, effective as of June 3, 2005 (the “Roadrunner Management Agreement”), among ▇▇▇▇▇▇, Eos, Roadrunner Parent, and the predecessors of Roadrunner ▇▇▇▇▇, and (ii) that certain Advisory Agreement, dated as of October 4, 2006 (the “▇▇▇▇▇▇▇ Advisory Agreement” and collectively with the Roadrunner Management Agreement, the “Superceded Agreements”), among each of the Companies (other than Roadrunner Parent, Roadrunner ▇▇▇▇▇ and ▇▇▇▇▇▇▇ Parent) and ▇▇▇▇▇▇.

Management and Consulting Services. (a) Chief Executive Officer. LLC will make ▇▇▇▇▇ available to OPS to serve as a full-time employee of OPS in the capacity of OPS's Chief Executive Officer ("CEO"), and OPS will elect ▇▇▇▇▇ as CEO of OPS. ▇▇▇▇▇ will enter into an employment agreement with OPS, substantially in the form attached hereto as Exhibit A (the "Employment Agreement"), the provisions of which shall include an 18-month term, an annual base salary of $160,000.00, eligibility for cash bonuses at the discretion of the Board of Directors of OPS, and the grant of nonqualified stock options of up to 25,000 shares of OPS's common stock, without par value ("Common Stock"), pursuant to the terms and conditions of a nonqualified stock option agreement with OPS, substantially in the form attached hereto as Exhibit B (the "Stock Option Agreement"). At the end of the term of this Agreement, OPS and ▇▇▇▇▇ may negotiate with each other directly regarding a continued employment relationship.

Management and Consulting Services. 2.1 Request for Services NSMY may request NSIMG to provide Management and Consulting Services from time to time, either for specific projects, or for regular, recurring duties and assignments (e.g. legal, financial, and marketing) that are not tied to a specific project as follows: (a) If NSMY requests Management and Consulting Services for a specific project that does not fall within the scope of regular, recurring Management and Consulting Services, then NSMY and NSI shall work together to define the scope of the services to be provided and set forth their agreement in writing, either in the form of a statement of work or a purchase order agreed to and signed by both parties.

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Management and Consulting Services