exv10wp






Exhibit 10(p)




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 Investcorp International, Inc., a Delaware corporation (“III”), and
Stratus Technologies, Inc., a Delaware corporation (“Stratus”).




          WHEREAS, III, 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;




          WHEREAS, III and Stratus entered into that certain Agreement for Management Advisory,
Strategic Planning and Consulting Services, dated February 8, 1999, whereby III rendered services
to Stratus in connection with Ill’s expertise in the areas hereinabove enumerated; and




          WHEREAS, Stratus desires to continue to avail itself of the expertise of III in those areas
hereinabove enumerated and in which III 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 III 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. III. During the Term, III shall render to Stratus, by and through such of its
officers, employees, agents and affiliates as III, 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 III 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 III 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 III.




 









 








          3.
Fees. In consideration of III’s performance of the above-described services,
Stratus shall pay to III, in cash, a consulting services fee of $450,000 (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 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 III’s invoice, Stratus shall
reimburse III 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 III 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,
III shall be excused from rendering any further services pursuant to this Agreement. The aforesaid
right and privilege of III to withhold services is intended to be in addition to any and all other
remedies available because of Stratus’ default, including III’s right to payment of all fees set
forth herein. Further, in the event of a default by Stratus, Stratus agrees to reimburse III for
any and all costs and expenses incurred by III, 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 III 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 III 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 there from, 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 III.




          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





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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:



If to III, to:



Investcorp International, Inc.

280 Park Avenue

37th Floor

New York, New York 10017

Attention: President



with a copy to:



Gibson, Dunn & Crutcher

1050 Connecticut Avenue, N.W.

Washington, D.C. 20036

Attention: Peter L. Baumbusch, Esq.



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, III 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.




	 	 	 	 	 
	 	INVESTCORP INTERNATIONAL, INC.

 	 
	 	By:  	/s/
[ILLEGIBLE]
 	 
	 	 	Name:  	[ILLEGIBLE] 	 
	 	 	Title:  	Managing Director 	 
	 
	 	STRATUS TECHNOLOGIES, INC.

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