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Consulting Agreement

This is an actual contract by CDRJ Investments Lux S A.
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EXHIBIT 10.2
CONFORMED COPY


CONSULTING AGREEMENT
--------------------


This CONSULTING AGREEMENT, dated as of April 30, 1998 (the "Agreement"), by and among CDRJ Investments (Lux) S.A., a Luxembourg societe --------- anonyme ("Lux SA"), Jafra Cosmetics International, Inc., a Delaware corporation
------ ("JCI") and Jafra Cosmetics International, S.A. de C.V., a sociedad anonima de --- capital variable ("JCISA" and collectively with Lux SA and JCI, the "Company
------- Group"), and Clayton, Dubilier & Rice, Inc., a Delaware corporation ("CD&R"). - ----- ----


W I T N E S S E T H:
- - - - - - - - - -


WHEREAS, the Company Group has acquired the Jafra cosmetics business of The Gillette Company pursuant to the Acquisition Agreement, dated as of January 26, 1998, as amended (the "Acquisition Agreement") between The Gillette
--------------------- Company and Lux SA and CDRJ Holding Company, an affiliate of Lux SA ("Cayman Co"), and the other parties thereto (such transaction being hereinafter referred to as the "Acquisition");
-----------


WHEREAS, CD&R has performed financial, management advisory and other services for the Company Group, including but not limited to assistance in connection with (i) the preparation, negotiation, execution and delivery of the
- Acquisition Agreement, (ii) the retention of legal, accounting, insurance,
-- investment banking, financial and other advisors and consultants in connection with the Acquisition, (iii) the preparation, negotiation, execution and delivery
--- of the commitment, fee and engagement letters, registration rights and purchase agreements, credit agreements, guarantees, mortgages, pledge agreements and other security agreements, subscription, management equity agreements, and other agreements, instruments and documents, relating to the Acquisition, the financing of the Acquisition and (iv) the structuring, implementation and
-- consummation of the Acquisition (such services collectively, the "Acquisition
----------- Services"); - --------


WHEREAS, the Company Group desires, following the Acquisition, to receive financial and managerial advisory services from CD&R, and CD&R desires to provide such services to the Company Group;


NOW, THEREFORE, in consideration of the premises and the respective agreements hereinafter set forth and the mutual benefits to be derived herefrom, the parties hereto hereby agree as follows:


1. Engagement. The Company Group hereby engages CD&R as a
---------- consultant, and CD&R hereby agrees to provide financial and managerial advisory ser vices to the Company Group, all on the terms and subject to the conditions set forth below.


2. Services, etc. (a) CD&R hereby agrees during the term of this
------------- Agreement to assist, advise and consult with the respective Boards of Directors and management of each member of the Company Group and their respective subsidiaries in such manner and on such business, management and financial matters, and provide such other financial and managerial advisory services (collectively, the "Continuing Services"), as may be reasonably requested from
------------------- time to time by the Boards of Directors of each member of the Company Group, including but not limited to assistance in:


(i) establishing and maintaining banking, legal and other business
relationships for each such member and its subsidiaries;


(ii) developing and implementing corporate and business strategy and
planning for each such member and its subsidiaries, including plans and
programs for improving operating, marketing and financial performance,
budgeting of future corporate investments, acquisition and divestiture
strategies, and reorganizational programs;


(iii) arranging future debt and equity financings and refinancings; and


(iv) providing professional employees to serve as directors or officers
of each member of the Company Group.


(b) Each member of the Company Group will furnish CD&R with such information as CD&R believes appropriate to its engagement hereunder (all such information so furnished being referred to herein as the "Information"). Each
----------- member of the Company Group recognizes and confirms that (i) CD&R will use and
- rely primarily on the Information and on information available from generally recognized public sources in performing the services to be performed hereunder and (ii) CD&R does not assume responsibility for the accuracy or completeness of
-- the Information and such other information.


3. Compensation; Payment of Expenses. (a) The Company Group jointly
--------------------------------- and severally agree to pay CD&R, concurrent with the execution of this Agreement, as compensation for the Acquisition Services, a fee of $2,700,000.


(b) The Company Group jointly and severally agree to pay to CD&R, as compensation for Continuing Services rendered and to be rendered by CD&R hereunder, a fee of $500,000 per year (the "Continuing Services Fee"), one-
----------------------- twelfth of which shall be payable on the first day of each month commencing on the first day of the month following the date of the closing of the Acquisition. Such Continuing


2


Services Fee may, in the sole discretion of a majority of the members of the Company's Board of Directors who are not affiliated with CD&R, be increased but may not be decreased without the prior written consent of CD&R. If any employee of CD&R shall be elected to serve on the Board of Directors of any member of the Acquisition Group or any of their affiliates (a "Designated Director"),
---------- -------- in consideration of the Continuing Services Fee being paid to CD&R, CD&R shall cause such Designated Director to waive any and all fees to which such director would otherwise be entitled as a director for any period for which the Fee or any installment thereof is paid.


(c) The Company Group jointly and severally agree to reimburse CD&R for such reasonable travel and other out-of-pocket expenses ("Expenses") as may
-------- be incurred by CD&R and its employees and agents in the course or on account of rendering any Acquisition Services or Continuing Services including but not limited to any fees and expenses of any legal, accounting or other professional advisors to CD&R engaged in connection with Acquisition Services or Continuing Services previously provided or being provided hereunder and any expenses incurred by any Designated Director in connection with the performance of his duties. CD&R may submit monthly expense statements, which shall be payable within thirty days.


4. Term, etc. (a) This Agreement shall be in effect until, and
--------- shall terminate upon, the earlier to occur of (x) the tenth anniversary of the
- date hereof and (y) the date on which Clayton, Dubilier & Rice Fund V Limited
- Partnership ("CD&R Fund") no longer owns any shares of the capit
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