exv10wr






Exhibit 10(r)




AGREEMENT FOR MANAGEMENT ADVISORY,

STRATEGIC PLANNING AND

CONSULTING SERVICES




          THIS AGREEMENT is made effective as of the first day of October 2005 (the “Effective Date”),
by and between MidOcean US Advisor, LP, a Delaware limited partnership (“MidOcean”); and Stratus
Technologies, Inc., a Delaware corporation (“Stratus”).




          WHEREAS, MidOcean, by and through its officers, employees, agents and affiliates has developed
in connection with the conduct of its business and affairs various areas of expertise in the fields
of management, finance, marketing, and strategic planning; and




          WHEREAS, Stratus desires to continue to avail itself of the expertise of MidOcean in those
areas hereinabove enumerated and in which MidOcean is acknowledged to have expertise, for a period
of one (1) year from the Effective Date, said 1-year period being referred to as the “Term”;




          NOW, THEREFORE, the parties do hereby agree as follows:




          1. Appointment. Stratus hereby appoints MidOcean to render management advisory,
strategic planning and consulting services to Stratus on an exclusive basis during the Term as
herein contemplated. This Agreement shall automatically renew for successive 1-year periods unless
terminated by either party for any reason by written notice to the other party at least thirty (30)
days prior to the end of the then current 1-year period.




          2. MidOcean. During the Term, MidOcean shall render to Stratus, by and through such of
its officers, employees, agents and affiliates as MidOcean, in its sole discretion, shall designate
from time to time, management advisory, strategic planning and consulting services. Said services
shall consist of advice concerning management, finance, marketing, strategic planning, and such
other services as shall be requested from time to time by the Board of Directors of Stratus,
including general advice concerning (i) any permitted financing, refinancing, sale, transfer, sale
and leaseback or other permitted disposition of any assets of Stratus Technologies Group, S.A., a
Luxembourg société anonyme (“Holdings”) or its subsidiaries and (ii) any permitted purchase or
acquisition of stock or assets by Holdings or any of its subsidiaries. Stratus acknowledges and
agrees that the services to be provided by MidOcean hereunder do not encompass services that would
be required in connection with a specific acquisition, restructuring, financing, refinancing or
initial public offering by Stratus, or a specific private sale of the stock or assets of Stratus.
Should Stratus desire to engage MidOcean to provide financial advisory services in connection with
any such specific transaction, such engagement shall be subject to the negotiation of mutually
acceptable fee arrangements for such additional services, albeit the indemnification obligations of
Stratus as set forth in paragraph 7 of this Agreement shall apply to any such additional services
performed by MidOcean.




          3. Fees. In consideration of MidOcean’s performance of the above-described services,
Stratus shall pay to MidOcean, in cash, a consulting services fee of $250,000 (the “Fee”). It is
recognized that, subject to the terms of this Agreement, Stratus is committed to





 









 







pay the full amount payable hereunder, and the Fee, once paid, is non-refundable. The full amount
of the Fee for the entire Term shall be paid on upon execution of this Agreement, and, unless this
Agreement is terminated pursuant to Section 1 hereto, on each anniversary of the Effective Date.




          4. Reimbursements. Within 15 calendar days of delivery of MidOcean’s invoice, Stratus
shall reimburse MidOcean for its actual out-of-pocket expenses incurred in connection with the
performance of services pursuant to this Agreement.




          5. Default. In the event that Stratus fails to pay any part of the Fee as set forth in
Paragraph 3 above when and as due, and Stratus does not cure such failure prior to the 10th day of
the month following the month in which such payment is due, then Stratus shall be in default under
this Agreement and MidOcean shall be entitled to receive payment in full of the unpaid portion of
the Fee upon making written demand upon Stratus for such payment. Upon delivery of such written
demand, MidOcean shall be excused from rendering any further services pursuant to this Agreement.
The aforesaid right and privilege of MidOcean to withhold services is intended to be in addition to
any and all other remedies available because of Stratus’ default, including MidOcean’s right to
payment of all fees set forth herein. Further, in the event of a default by Stratus, Stratus agrees
to reimburse MidOcean for any and all costs and expenses incurred by MidOcean, including, without
limitation, reasonable counsel fees and expenses, in connection with such default and any
litigation or other proceedings instituted for the collection of payments due hereunder.




          6. Permissible Activities. Nothing herein shall in any way preclude MidOcean from
engaging in any business activities or from performing services for its own account or for the
account of others.




          7. Indemnification. Stratus shall indemnify and hold harmless MidOcean and its
directors, officers, employees, agents and controlling persons (each being an “Indemnified Party”)
from and against any and all losses, claims, damages and liabilities, joint or several, to which
such Indemnified Party may become subject under any applicable federal or state law, or otherwise,
relating to or arising out of the management, strategic planning and consulting services
contemplated by, this Agreement. Stratus shall reimburse any Indemnified Party for all costs and
expenses (including reasonable counsel fees and expenses) incurred in connection with the
investigation of, preparation for or defense of any pending or threatened claim or any action or
proceeding arising therefrom, whether or not such Indemnified Party is a party. Stratus shall not
be liable under the foregoing indemnification provision to the extent that any loss, claim, damage,
liability or expense is found in a final judgment by a court of competent jurisdiction to have
resulted primarily from the bad faith or gross negligence of MidOcean.




          8. Amendments. No amendment or waiver of any provision of this Agreement, or consent
to any departure by either party from any such provision, shall in any event be effective unless
the same shall be in writing and signed by the parties to this Agreement and then such amendment,
waiver or consent shall be effective only in the specific instance and for the specific purpose for
which given.




          9. Notices. Any and all notices hereunder shall, in the absence of receipted hand
delivery, be deemed duly given when mailed, if the same shall be sent by registered or certified
mail, return receipt requested, and the mailing date shall be deemed the date from which all time
periods pertaining to a date of notice shall run. Notices shall be addressed to the parties at the
following addresses:





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If to MidOcean, to:



MidOcean US Advisor, LP

320 Park Avenue, 17th Floor

New York, New York 10022

Attention: Andrew Spring



If to Stratus, to:



Stratus Technologies, Inc.

c/o Gibson, Dunn & Crutcher

200 Park Avenue

New York, New York 10166

Attention: David B. Rosenauer, Esq.




          10. Entire Agreement. This Agreement shall constitute the entire agreement between the
parties with respect to the subject matter hereof, and shall supersede all previous oral and
written (and all contemporaneous oral) negotiations, commitments, agreements and understandings
relating hereto.




          11. Assignment. This Agreement shall be assignable by either party hereto provided
that the non-assigning party consents in writing to such assignment.




          12. Applicable Law. This Agreement shall be construed and enforced in accordance with
the laws of Delaware (without regard to the conflicts of laws provisions thereof or of any other
jurisdiction) and shall inure to the benefit of, and be binding upon, MidOcean and Stratus and
their respective successors and assigns.




          13. No Continuing Waiver. The waiver by any party of any breach of this Agreement
shall not operate or be construed to be a waiver of any subsequent breach.




          14. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but which together shall
constitute one and the same instrument.





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          IN WITNESS WHEREOF, each of the parties has caused this Agreement for Management Advisory,
Strategic Planning and Consulting Services to be executed and delivered as of the Effective Date by
its duly authorized officer or agent as set forth below.




	 	 	 	 	 
	 	MIDOCEAN US ADVISOR, LP

 	 
	 	By:  	MidOcean US Advisor Holdings, LLC,
 its General Partner
 	 
	 	 	 	 
	 	By:  	/s/ J. Edward Virtue
 	 
	 	 	Name:  	J. Edward Virtue 	 
	 	 	Title:  	CEO 	 
	 
	 	STRATUS TECHNOLOGIES, INC.

 	 
	 	By:  	/s/ Robert Laufer
 	 
	 	 	Name:  	Robert Laufer 	 
	 	 	Title:  	Senior Vice President and Chief Financial Officer 	 



 









 






	 	 	 	 	 


Wire instructions for Advisory Fee:




	 	 	 

	ABA #:

	 	021-000-018
	 

	 	The Bank of New York
	 

	 	New York, NY
	A/C Name:

	 	Pershing LLC
	A/C #:

	 	890-051238-5
	Client Name:

	 	MidOcean US Advisor LP
	Client A/C #:

	 	6TP-00264-6
	Reference:

	 	Stratus Advisory Fee