Exhibit 10.14


 


EXECUTION
COPY


 


ADVISORY SERVICES AND MONITORING AGREEMENT


 


EVERGREEN CAPITAL PARTNERS, LLC


 


This Advisory Services and Monitoring Agreement
(this “Agreement”) is entered into as of June 15, 2007, by and among Specialized
Technology Resources, Inc. (the “Company”) and Evergreen Capital
Partners, LLC (“Evergreen”).


 


WHEREAS, pursuant
to an Amended and Restated Agreement and Plan of Merger, dated as of June 15,
2007, by and among the Company, STR Holdings LLC (as successor to STR Holdings,
Inc.) (“Holdings”) and STR Acquisition, Inc., a wholly-owned subsidiary
of Holdings (“Mergerco”), Mergerco merged with and into the Company with
the Company being the surviving entity (the “Merger”);


 


WHEREAS, in
connection with the Merger, Evergreen has provided to Holdings advice and
analysis, including assistance with due diligence and other investigatory
matters related to the Company; and


 


WHEREAS,
Evergreen is specially skilled in corporate finance, strategic corporate
planning, and other management skills and advisory and business monitoring
services;


 


WHEREAS, Holdings,
the Company and subsidiaries of the Company (collectively, the “Company
Group”) will require such advice and analysis from Evergreen in connection
with their business operations and execution of their strategic plan; and


 


WHEREAS, Evergreen
is willing to provide such advice and analysis to the Company and the other
members of the Company Group and the Company desires to retain Evergreen with
respect to the services described herein.


 


NOW, THEREFORE,
in consideration of the mutual covenants contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree
as follows:


 


1.                                      Appointment.


 


(a)                                  The Company hereby appoints Evergreen, or its
respective designees, on a non-exclusive basis, as one of its advisors with
respect to the following services to the extent appropriate and requested by the
Company or any member of the Company Group: 
(i) assisting the Company or any member of the Company Group in
analyzing its operations and historical performance; (ii) assisting the Company
or any member of the Company Group in analyzing future prospects; (iii)
assisting the Company or any member of the Company Group with respect to future
proposals for tender offers, acquisitions, sales, mergers, financings, exchange
offers, recapitalizations, restructurings or other similar transactions that
may be consummated during the term of this Agreement; and (iv) providing
financial and business monitoring services, including with respect to assisting
the Company or any member of the Company Group in preparing a strategic plan.


 


(b)                                 Evergreen does not make any representations
or warranties, express or implied, in respect of the services to be provided by
Evergreen or its designee hereunder. In no event shall Evergreen or its respective
affiliates be liable to any member of the Company Group


 

















 


or any of their respective affiliates for any act, alleged act,
omission or alleged omission that does not constitute gross negligence or
willful misconduct of Evergreen or its designees as determined by a final,
non-appealable determination of a court of competent jurisdiction.


 


(c)                                  Evergreen shall devote such time and efforts
to the performance of services contemplated hereby as Evergreen reasonably deems
necessary or appropriate; provided, however, that no minimum
number of hours is required to be devoted by Evergreen on a weekly, monthly,
annual or other basis. The Company acknowledges that Evergreen’s services are
not exclusive to the Company or any other members of the Company Group and that
Evergreen may render similar services to other persons and entities.


 


(d)                                 Upon the request of Holdings, Evergreen shall
appoint up to two (2) members to serve on the board of directors of Holdings. Neither
Evergreen nor its appointees shall be entitled to any additional compensation
with respect thereto.


 


2.                                      Term and Termination.


 


(a)                                  This Agreement shall continue in full force
and effect until terminated by either party upon thirty (30) days prior written
notice.


 


(b)                                 This Agreement shall automatically terminate
if, at any time after Evergreen initially appoints a member to serve on the
board of directors of Holdings, no members or executive officers of Evergreen
continue to serve on the board of directors of Holdings.


 


(c)                                  The terms and provisions of Sections  1(b),
2, 4, and 5 shall survive any termination of this
Agreement.


 


3.                                      Payment of Fees.


 


(a)                                  In consideration of the advisory services
provided by Evergreen in connection with the Merger, the Company shall pay
Evergreen a fee in the amount of $1,436,382.


 


(b)                                 In consideration of the ongoing advisory
services to be provided by Evergreen to the Company and any other member of the
Company Group, the Company will pay to Evergreen (or any of its respective
designees), an annual advisory fee in an amount equal to $150,000 as set forth
below (the “Monitoring Fee”). The Monitoring Fee shall be payable
quarterly in advance on the first business day of each calendar quarter
(January 1, April 1, July 1 and October 1) and shall continue through (but not
beyond) the date of termination of this Agreement; provided, that a portion of
the Monitoring Fee shall be paid for the period from the date of Merger through
June 30, 2007. If this Agreement is terminated pursuant to Section 2(a),
any unearned portion of the Monitoring Fee will be reimbursed to the Company by
Evergreen.


 


(c)                                  All payments and reimbursements made pursuant
to Sections 2, 3 and 4 will be paid by wire transfer of
immediately available U.S. Dollars to an account specified by the party to whom
such payment or reimbursement is owed in writing to the Company.


 


4.                                      Indemnification.
The Company shall indemnify and
hold harmless Evergreen, its affiliates, and its respective directors,
officers, controlling persons (within the meaning of Section 15 of the
Securities Act of 1933, as amended, or Section 20(a) of the


 


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Securities Exchange Act of
1934, as amended), if any, agents and employees (Evergreen, its affiliates, and
such other specified persons being collectively referred to as “Indemnified
Persons,” and individually as an “Indemnified Person”) from and
against any and all claims, liabilities, losses, damages and expenses incurred
by any Indemnified Person (including those arising out of an Indemnified Person’s
negligence and reasonable fees and disbursements of the respective Indemnified
Person’s counsel) that (A) are related to or arise out of (i) actions
taken or omitted to be taken (including, without limitation, any untrue
statements made or any statements omitted to be made) by any member of the Company
Group or (ii) actions taken or omitted to be taken by an Indemnified
Person with the consent of any member of the Company Group or in conformity
with the instructions of any member of the Company Group or the actions or
omissions of the Company Group or (B) are otherwise related to or arise
out of Evergreen’s engagement, and will reimburse each Indemnified Person for
all costs and expenses, including, without limitation, reasonable fees and
disbursements of any Indemnified Person’s counsel, as they are incurred, in
connection with investigating, preparing for, defending or appealing any
action, formal or informal claim, investigation, inquiry or other proceeding,
whether or not in connection with pending or threatened litigation, caused by
or arising out of or in connection with Evergreen’s acting pursuant to Evergreen’s
engagement, whether or not any Indemnified Person is named as a party thereto
and whether or not any liability results therefrom. The Company will not,
however, be responsible for any claims, liabilities, losses, damages or
expenses pursuant to clause (B) of the preceding sentence that have resulted
primarily from either Evergreen’s bad faith, gross negligence or willful
misconduct. The Company also agrees that neither Evergreen nor any other
Indemnified Person shall have any liability to the Company or any member of the
Company Group for or in connection with such engagement except for any such
liability for claims, liabilities, losses, damages or expenses incurred by the
Company or any member of the Company Group that have resulted primarily from Evergreen’s
bad faith, gross negligence or willful misconduct. The Company further agrees
that it will not, without the prior written consent of Evergreen, settle or
compromise or consent to the entry of any judgment in any pending or threatened
claim, action, suit or proceeding in respect of which indemnification may be
sought hereunder (whether or not any Indemnified Person is an actual or
potential party to such claim, action, suit or proceeding) unless such
settlement, compromise or consent includes an unconditional release of
Evergreen and each other Indemnified Person hereunder from all liability
arising out of such claim, action, suit or proceeding. THE COMPANY
HEREBY ACKNOWLEDGES THAT THE FOREGOING INDEMNITY SHALL BE APPLICABLE TO ANY
CLAIMS, LIABILITIES, LOSSES, DAMAGES OR EXPENSES THAT HAVE RESULTED FROM OR ARE
ALLEGED TO HAVE RESULTED FROM THE ACTIVE OR PASSIVE OR THE SOLE, JOINT OR
CONCURRENT ORDINARY NEGLIGENCE OF EVERGREEN OR ANY OTHER INDEMNIFIED PERSON.


 


The foregoing right to indemnity shall be in addition
to any rights that Evergreen and/or any other Indemnified Person may have at
common law or otherwise and shall remain in full force and effect following the
completion or any termination of the engagement.


 


It is understood that, in connection with the Evergreen’s
engagement, Evergreen may also be engaged to act for the Company in one or more
additional capacities, and that the terms of this engagement or any such
additional engagement(s) may be embodied in one or more separate written
agreements. This indemnification shall apply to the engagement specified in Section
1 hereof as well as to any such additional engagement(s) (whether written
or oral) and any modification of said engagement or such additional
engagement(s) and shall remain in full


 


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force and effect following
the completion or termination of said engagement or such additional
engagements.


 


5.                                      No Exclusive Duty to the Company. In recognition that (i) Evergreen currently
has, and will in the future have or will consider acquiring, investments in
numerous companies with respect to which Evergreen may serve as an advisor, a
director or in some other capacity, (ii) Evergreen may have a myriad of duties
to various investors and partners, (iii) Evergreen (or one or more affiliates,
associated investment funds or portfolio companies) may engage in the same or
similar activities or lines of business as the Company and have an interest in
the same areas of corporate opportunities, (iv) the Company will derive certain
benefits hereunder and (v) Evergreen, in desiring and endeavoring fully to
satisfy its duties, may confront difficulties in determining the full scope of
such duties in any particular situation, the provisions of this Section 5
are set forth to regulate, define and guide the conduct of certain affairs of
the Company and other members of the Company Group as they may involve Evergreen.


 


(a)                                  Notwithstanding anything to the contrary
contained herein, (i) Evergreen shall not be required to devote all of its time
and efforts to the Company, may have other business interests and may engage in
other activities in addition to those relating to the Company and the Company
Group, and such other business interests or activities may be of any nature or
description, and may be engaged in independently or with others, and (ii) neither
the Company nor the Company Group shall have any right, by virtue of this
Agreement or the Company relationship created hereby, in or to such other
ventures or activities of Evergreen or any of its affiliates, or to the income
or proceeds derived therefrom, and the pursuit of such ventures, even if
competitive with the Company business, shall not be deemed wrongful or
improper.


 


(b)                                 Neither Evergreen nor any of its affiliates,
shall be liable to the Company or any of its affiliates for breach of any duty
(contractual or otherwise) by reason of any activities or omissions of the
types referred to in Section 5(a) or Evergreen’s or its affiliates’
participation therein.


 


6.                                      Amendments and Waivers. No amendment or waiver of any term,
provision or condition of this Agreement shall be effective, unless in writing
and executed by Evergreen and the Company. No waiver on any one occasion shall
extend to or effect or be construed as a waiver of any right or remedy on any
future occasion. No course of dealing of any person nor any delay or omission
in exercising any right or remedy shall constitute an amendment of this
Agreement or a waiver of any right or remedy of any party hereto.


 


7.                                      Miscellaneous.


 


(a)                                  Choice of Law. This Agreement, and all disputes, claims or
causes of action that arise from or are in connection with this Agreement,
shall be governed by and construed in accordance with the domestic substantive
laws of the State of New York without giving effect to any choice or conflict
of law provision or rule that would cause the application of the domestic
substantive laws of any other jurisdiction.


 


(b)                                 Consent to Jurisdiction. Each of the parties agrees that all
actions, suits or proceedings arising out of or based upon this Agreement or
the subject matter hereof shall be brought and maintained exclusively in the
federal and state courts of the State of New York. Each of the parties hereto
by execution hereof (i) hereby irrevocably submits to the jurisdiction of


 


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the federal and state courts in the State of New York for the purpose
of any action, suit or proceeding arising out of or based upon this Agreement
or the subject matter hereof and (ii) hereby waives to the extent not
prohibited by applicable law, and agrees not to assert, by way of motion, as a
defense or otherwise, in any such action, suit or proceeding, any claim that it
is not subject personally to the jurisdiction of the above-named courts, that
it is immune from extraterritorial injunctive relief or other injunctive
relief, that its property is exempt or immune from attachment or execution,
that any such action, suit or proceeding may not be brought or maintained in
one of the above-named courts, that any such action, suit or proceeding brought
or maintained in one of the above-named courts should be dismissed on grounds
of forum  non  conveniens, should be transferred to any
court other than one of the above-named courts, should be stayed by virtue of
the pendency of any other action, suit or proceeding in any court other than
one of the above-named courts, or that this Agreement or the subject matter
hereof may not be enforced in or by any of the above-named courts. Each of the
parties hereto hereby consents to service of process in any such suit, action
or proceeding in any manner permitted by the laws of the State of New York,
agrees that service of process by registered or certified mail, return receipt
requested, at the address specified in or pursuant to Section 12 is
reasonably calculated to give actual notice and waives and agrees not to assert
by way of motion, as a defense or otherwise, in any such action, suit or
proceeding any claim that service of process made in accordance with Section
12 does not constitute good and sufficient service of process. The
provisions of this Section 7(b) shall not restrict the ability of any
party to enforce in any court any judgment obtained in a federal or state court
of the State of New York.


 


(c)                                  Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE
LAW, EACH OF THE PARTIES HERETO HEREBY WAIVES, AND COVENANTS THAT IT WILL NOT
ASSERT (WHETHER AS PLAINTIFF, DEFENDANT, OR OTHERWISE), ANY RIGHT TO TRIAL BY
JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, CAUSE OF ACTION,
ACTION, SUIT OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE
SUBJECT HEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND
WHETHER IN CONTRACT OR TORT OR OTHERWISE. Each of the parties hereto
acknowledges that it has been informed by each other party that the provisions
of this Section 7(c) constitute a material inducement upon which such
party is relying and will rely in entering into this Agreement and the
transactions contemplated hereby. Any of the parties hereto may file an
original counterpart or a copy of this Agreement with any court as written
evidence of the consent of each of the parties hereto to the waiver of its
right to trial by jury.


 


(d)                                 Authority to Enter Agreement. Each party to this Agreement has all
requisite power and authority to enter into this Agreement and the transactions
contemplated hereby. This Agreement has been duly and validly authorized by all
necessary action on the part of each party and when duly executed and delivered
by such party shall constitute a legal, valid and binding agreement of such
party, enforceable in accordance with its terms.


 


8.                                      Independent Contractor. The parties agree and understand that Evergreen
is and shall act as an independent contractor of the Company in the performance
of their duties hereunder. Evergreen, in the performance of its duties
hereunder will not hold itself out as, employee, agent or partner of the Company.


 


9.                                      Information. The Company shall (i) furnish and make
available to Evergreen, in a timely manner, annual, quarterly and monthly consolidated
financial statements,


 


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(ii) use reasonable efforts to cause its officers, directors, managers
and employees to afford Evergreen, during normal business hours and upon
reasonable notice, reasonable access and consultation rights at all reasonable
times, and (iii) afford Evergreen the opportunity to discuss the Company’s
affairs, finances and accounts with the Company’s officers from time to time as
it may reasonably request. The Company acknowledges and confirms that Evergreen
(i) will rely solely on such information and information that is available from
public sources in the performance of the services contemplated by this
engagement without assuming any responsibility for independent investigation or
verification thereof, (ii) will assume no responsibility for the accuracy or
completeness of such information or any other information regarding the Company
and (iii) will not make any appraisal of any assets of the Company.


 


10.                               Confidentiality. No advice rendered by Evergreen, whether
formal or informal, may be disclosed, in whole or in part, or summarized,
excerpted from or otherwise referred to without Evergreen’s prior written
consent. To the extent consistent with legal requirements, all information
given to one party of this Agreement (the “Recipient Party”) by another
party (the “Providing Party”), including, without limitation, this
Agreement, unless publicly available or otherwise available to the Recipient
Party without restriction or breach of any confidentiality agreement, will be
held by the Recipient Party in confidence and will not, without the Providing
Party’s prior approval, be disclosed to anyone other than the Recipient’s
agents and advisors who require such information to perform services for the
Providing Party as contemplated by this Agreement (and who agree to use such
information only in connection with such services) or used by such person for any
purpose other than those contemplated by this Agreement. Each party hereto
shall be responsible for violations of its respective agents and advisors of
the obligations set forth in this Section 10. Notwithstanding anything
to the contrary set forth herein or in any other agreement to which the parties
hereto are parties or by which they are bound, the obligations of
confidentiality contained herein and therein, as they relate to the services to
be provided hereunder, shall not apply to the tax structure or tax treatment of
the transactions subject to the services to be provided hereunder, and each
party hereto (and any employee, representative, or agent of any party hereto)
may disclose to any and all persons, without limitation of any kind, the tax structure
and tax treatment of the transaction subject to the services to be provided
hereunder and all materials of any kind (including opinions or other tax
analysis) that are provided to such party relating to such tax treatment and
tax structure; provided, however, that such disclosure shall not
include the name (or other identifying information not relevant to the tax
structure or tax treatment) of any person and shall not include information for
which nondisclosure is reasonably necessary in order to comply with applicable
securities laws.


 


11.                               Merger/Entire
Agreement. This Agreement and the other agreements referred to herein,
contain the entire understanding of the parties with respect to the specific
subject matter hereof and supersedes any prior communication or agreement with
respect thereto.


 


12.                               Notice.
All notices, requests, consents and other communications hereunder to any party
shall be deemed to be sufficient if contained in a written instrument delivered
in person or sent by telecopy, nationally-recognized overnight courier or first
class registered or certified mail, return receipt requested, postage prepaid,
addressed to such party at the address set forth below or such other address as
may hereafter be designated in writing by such party to the other parties:


 


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  If to the Company, to:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Specialized Technology Resources, Inc.

  	
   

  
	
   

  	
   

  	
  10 Water Street

  	
   

  
	
   

  	
   

  	
  Enfield, CT 06082-4899

  	
   

  
	
   

  	
   

  	
  Attn: Barry A. Morris

  	
   

  
	
   

  	
   

  	
  Facsimile: (860) 749-9158

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If to Evergreen, to:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Evergreen Capital Partners, LLC

  	
   

  
	
   

  	
   

  	
  30275 Oak Leaf Lane

  	
   

  
	
   

  	
   

  	
  Franklin, MI 48025

  	
   

  
	
   

  	
   

  	
  Attn:

  	
  John A. Janitz

  	
   

  
	
   

  	
   

  	
   

  	
  Dominick J. Schiano

  	
   

  



 


All such notices, requests, consents and other communications shall be
deemed to have been delivered (a) in the case of personal delivery or delivery
by telecopy, on the date of such delivery, (b) in the case of dispatch by
nationally-recognized overnight courier, on the next business day following
such dispatch and (c) in the case of mailing, on the third business day after
the posting thereof.


 


13.                               Severability.
If in any judicial or arbitral proceedings a court or arbitrator shall refuse
to enforce any provision of this Agreement, then such unenforceable provision
shall be deemed eliminated from this Agreement for the purpose of such
proceedings to the extent necessary to permit the remaining provisions to be
enforced. To the full extent, however, that the provisions of any applicable
law may be waived, they are hereby waived to the end that this Agreement be
deemed to be a valid and binding agreement enforceable in accordance with its
terms, and in the event that any provision hereof shall be found to be invalid
or unenforceable, such provision shall be construed by limiting it so as to be
valid and enforceable to the maximum extent consistent with and possible under
applicable law.


 


14.                               Counterparts. This Agreement may be executed in any
number of counterparts and by each of the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which together shall constitute one and the same agreement.


 


15.                               Descriptive Headings. All descriptive headings in this Agreement
are inserted for convenience only and shall be disregarded in construing or
applying any provision of this Agreement.


 


16.                               Prevailing Party. If any legal action or other proceedings is
brought for a breach of this Agreement, the prevailing party shall be entitled
to recover its reasonable attorneys’ fees and other costs incurred in bringing
such action or proceeding, in addition to any other relief to which such party
may be entitled.


 


17.                               Non-Recourse. No past, present or future director,
officer, employee, incorporator, member, partner, stockholder, affiliate,
agent, attorney or representative of


 


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Evergreen, any member of the Company Group or any of their respective
affiliates shall have any liability for any obligations or liabilities of Evergreen,
any member of the Company Group or any of their respective affiliates under
this Agreement or for any claim based on, in respect of, or by reason of, the
transactions or other matters contemplated hereby.


 


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IN WITNESS WHEREOF, each of the parties has caused
this Agreement to be executed on its behalf by its duly authorized officer or
representative as of the date first above written.


 


	
   

  	
  SPECIALIZED TECHNOLOGY 

  
	
   

  	
  RESOURCES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Barry A. Morris

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Chief Financial 

  
	
   

  	
   

  	
   

  	
  Officer

  



 


 


	
  EVERGREEN
  CAPITAL PARTNERS, LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:
  Dominic J. Schiano

  	
   

  
	
   

  	
  Title:
  Managing Member

  	
   

  



 


SIGNATURE PAGE FOR
ADVISORY SERVICES AND MONITORING AGREEMENT (EVERGREEN)