The Advisory Agreement, dated as of August 13, 2004



 Exhibit 10.8 
  
 Execution Copy 
  
 ADVISORY AGREEMENT 
  
 This Advisory Agreement (this “Agreement”) is made and entered into as of August 13, 2004 by and between Innophos, Inc., a Delaware
corporation (the “Company”), Innophos Holdings, Inc. a Delaware corporation and the sole stockholder of the Company (“Holdings”), and Bain Capital, LLC, a Delaware limited liability company
(“Bain”). 
  
 In consideration of the premises
and the mutual covenants contained herein, the parties agree as follows: 
  
 1. Term. This Agreement shall be in effect for a term commencing on the date hereof and ending on December 31, 2014 (the “Term”), and shall be automatically extended thereafter on a year to
year basis unless the Company or Bain provides written notice of its desire to terminate this Agreement to the other party at least 90 days prior to the expiration of the Term or any extension thereof, in which case this Agreement shall terminate on
the last day of such Term or extension thereof, subject to the payment in full of any Advisory Services Fee (as defined below) earned but not otherwise paid as of the date of termination. 
  
 2. Services. Bain shall perform or cause to be performed such services for Holdings, the Company and its Subsidiaries
as mutually agreed by Bain and the Company’s board of directors, which may include, without limitation, the following: 
  
 (a) general executive and management services; 
  

(b) identification, support, negotiation and analysis of acquisitions and dispositions by the Company or its subsidiaries; 

 
 (c) support, negotiation and analysis of financing
alternatives, including, without limitation, in connection with acquisitions, capital expenditures and refinancing of existing indebtedness; 
  
 (d) finance functions, including assistance in the preparation of financial projections, and monitoring of compliance with financing
agreements; 
  
 (e) marketing functions,
including monitoring of marketing plans and strategies; 
  
 (f) human resource functions, including searching and hiring of executives; and 
  
 (g) other services for the Company and its subsidiaries upon which the Company’s board of directors and Bain agree. 









 3. Advisory Services Fees and Expenses. 
  
 (a) Commencing from the date of this Agreement and
continuing through the expiration of the Term, the Company shall pay to Bain or its designees an annual advisory services fee (the “Advisory Services Fee”) in an amount equal to $2,000,000. In each year of the Term, the Advisory
Services Fee shall be payable in advance in four equal quarterly installments due on each March 31, June 30, September 30 and December 31, or if any such date shall not be a business day, on the next succeeding business day to occur after such date,
beginning on September 30, 2004 (each such quarterly amount an “Advisory Service Fee Installment”); provided that on the date of this Agreement the Company shall pay to Bain or its designees a pro rata portion of the Advisory
Services Fees for the period beginning on such date and ending on September 30, 2004. In the event this Agreement is terminated prior to the expiration of the Term due to a Change in Control or an initial public offering of Holdings’ or the
Company’s equity securities registered under the Securities Act of 1933, as amended, the Company shall pay to Bain the sum of the present values of all Advisory Services Fee Installments that are payable from and including the date of
termination through the end of the Term, each discounted at the Applicable Federal Rate for short-term obligations at the time of such termination. 
  
 (b) The Company will reimburse Bain for such reasonable travel expenses and other reasonable out-of-pocket fees and expenses (including
the fees and expenses of accountants, attorneys and other advisors retained by Bain) as may be incurred by Bain and its partners, members, employees or agents in connection with the rendering of services pursuant to this Agreement. Such expenses
will be reimbursed by wire transfer of immediately available funds promptly upon the request of Bain (but in any case no later than five business days following such request) and will be in addition to any other fees or amounts payable to Bain
pursuant to this Agreement. 
  
 4. Transaction Fees.

  
 (a) The Company hereby agrees to pay to Bain
or its designees, upon the closing of the transactions contemplated by the Agreement of Purchase and Sale by and among Rhodia Inc., Rhodia Canada Inc., Rhodia De Mexico S.A. de C.V., Rhodia Overseas Ltd, Rhodia Consumer Specialties Limited, Rhodia,
S.A. and Innophos Inc. (f/k/a Phosphates Acquisition, Inc.) dated as of June 11, 2004 (as amended, restated or modified from time to time, the “Purchase Agreement”), a fee for services rendered in connection with the structuring of
the financing for the transactions contemplated by the Purchase Agreement and certain other matters. Such fee shall be payable by wire transfer of immediately available funds in an amount equal to $6,000,000 to Bain or its designees. In addition,
the Company shall reimburse Bain or its designees, by wire transfer of immediately available funds upon the closing of the transactions contemplated by the Purchase Agreement, its reasonable travel expenses and other reasonable out-of-pocket fees
and expenses (including the fees and expenses of accountants, attorneys and other advisors retained by Bain) incurred in connection with the foregoing. 
  
 (b) In addition, commencing from the date of this Agreement and continuing through the termination of this Agreement in accordance with
Section 1 above, the Company will pay to Bain or its designee a transaction fee in connection with the 

  

 2 








 
consummation of each transaction resulting in a Change in Control (as defined below), acquisition, divestiture or financing (whether debt or equity
financing) by or involving Holdings or its subsidiaries in an amount equal to 1.0% of the aggregate value of each such transaction (in each case, whether such transaction is by way of merger, purchase or sale of stock, purchase or sale or other
disposition of assets, recapitalization, reorganization, consolidation, refinancing, tender offer, public or private offering or otherwise, and whether consummated directly by Holdings or its subsidiaries or indirectly by their respective
stockholders). For purposes of this Agreement, “Change in Control” means (i) any sale or transfer by Holdings or its subsidiaries of all or substantially all of their assets on a consolidated basis, (ii) any consolidation, merger or
reorganization of Holdings with or into any other entity or entities as a result of which the holders of Holdings’ outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the board of
directors of Holdings immediately prior to such consolidation, merger or reorganization cease to own, directly or indirectly, the outstanding capital stock of the surviving corporation possessing the voting power (under ordinary circumstances) to
elect a majority of the surviving corporation’s board of directors or (iii) issuance by Holdings or sale or transfer to any third party of shares of Holdings’ capital stock by the holders thereof as a result of which the holders of
Holdings’ outstanding capital stock possessing the voting power (under ordinary circumstances) to elect a majority of the board of directors of Holdings immediately prior to such sale or transfer cease to own, directly or indirectly, the
outstanding capital stock of Holdings possessing the voting power (under ordinary circumstances) to elect a majority of the board of directors of Holdings. 
  
 5. Personnel. Bain shall provide and devote to the performance of this Agreement such partners, employees and agents of Bain as Bain shall deem
appropriate to the furnishing of the services required. The fees and other compensation specified in this Agreement will be payable by the Company regardless of the extent of services requested by the Company pursuant to this Agreement, and
regardless of whether or not the Company requests Bain to provide any such services. 
  
 6. Liability. Neither Bain nor any of its affiliates, partners, employees or agents shall be liable to Holdings or its subsidiaries or affiliates (collectively, the “Company Group”) for any
loss, liability, damage or expense arising out of or in connection with the performance of services contemplated by this Agreement, unless such loss, liability, damage or expense shall be proven to result directly from gross negligence or willful
misconduct on the part of Bain, its affiliates, partners, employees or agents acting within the scope of their employment or authority. Bain makes no representations or warranties, express or implied, in respect of the services to be provided by
Bain or any of its affiliates, partners, employees or agents. Except as Bain may otherwise agree in writing after the date hereof: (i) Bain shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly:
(A) engage in the same or similar business activities or lines of business as the Company Group and (B) do business with any client or customer of any member of the Company Group; (ii) neither Bain nor any officer, director, employee, partner,
affiliate or associated entity thereof shall be liable to any member of the Company Group for breach of any duty (contractual or otherwise) by reason of any such activities or of such person’s participation therein; and (iii) in the event that
Bain acquires 

  

 3 








 
knowledge of a potential transaction or matter that may be a corporate opportunity for both the Company Group, on the one hand, and Bain, on the other hand,
or any other person, Bain shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to any member of the Company Group and, notwithstanding any provision of this Agreement to the contrary, shall not be liable
to any member of the Company Group for breach of any duty (contractual or otherwise) by reasons of the fact that Bain directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another person, or does not
present such opportunity to the Company Group. In no event will any of the parties hereto be liable to any other party hereto for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such
damages are foreseeable, or in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise) except as set forth in Section 7 below. 
  
 7. Indemnity. Holdings and its subsidiaries shall defend, indemnify and hold harmless each of Bain, its affiliates,
partners, employees and agents from and against any and all loss, liability, damage or expenses arising from any claim by any person with respect to, or in any way related to, the performance of services contemplated by this Agreement (including
attorneys’ fees) (collectively, “Claims”) resulting from any act or omission of Bain, its affiliates, partners, employees or agents, other than for Claims which shall be proven to be the direct result of gross negligence or
willful misconduct by Bain, its affiliates, partners, employees or agents. Holdings and its subsidiaries shall defend at its own cost and expense any and all suits or actions (just or unjust) which may be brought against the Company Group and Bain,
its officers, directors, affiliates, partners, employees or agents or in which Bain, its affiliates, partners, employees or agents may be impleaded with others upon any Claims, or upon any matter, directly or indirectly, related to or arising out of
this Agreement or the performance hereof by Bain, its affiliates, partners, employees or agents, except that if such damage shall be proven to be the direct result of gross negligence or willful misconduct by Bain, its affiliates, partners,
employees or agents, then Bain shall reimburse the Company Group for the costs of defense and other costs incurred by the Company Group. 
  
 8. Notices. All notices hereunder shall be in writing and shall be delivered personally or mailed by United States mail, postage prepaid, addressed
to the parties as follows: 
  
 To the Company: 

 
 Innophos, Inc. 
 P.O. Box 8000 
 259 Prospect Plains Road

 Cranbury, NJ 08512-8000 
 Fax
no.: 609-860-0350 
 Attn: Chief Executive Officer 
  

 4 








 To Bain: 
  

Bain Capital, LLC 
 745 Fifth Avenue

 New York, New York 10151 
 Attention: Stephen M. Zide 
 Facsimile No.: (212) 421-2225 
  
 with a copy (which shall not constitute notice) to: 
  
 Kirkland & Ellis LLP 
 Citigroup Center 
 153 East 53 Street 
 New York, NY 10022 
 Attention: Eunu Chun,
Esq. 
 Fax: 212-446-4900 
  
 9. Assignment. Neither party may assign any obligations hereunder to any other party without the prior written consent of the other party (which
consent shall not be unreasonably withheld); provided, that Bain may, without consent of the Company, assign its rights and obligations under this Agreement to any of its affiliates. The assignor shall remain liable for the performance of any
assignee. 
  
 10. Successors. This Agreement and all the
obligations and benefits hereunder shall inure to the successors and assigns of the parties. 
  
 11. Counterparts. This Agreement may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken
together shall constitute but one and the same agreement. 
  
 12.
Entire Agreement; Modification; Governing Law. The terms and conditions hereof constitute the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersede all previous communications, either
oral or written, representations or warranties of any kind whatsoever, except as expressly set forth herein. No modifications of this Agreement nor waiver of the terms or conditions thereof shall be binding upon either party unless approved in
writing by an authorized representative of such party. All issues concerning this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York. 
  
 ***** 
  

 5 








 IN WITNESS WHEREOF, the parties have executed this Advisory Agreement as of the date first written above.

  

			
	INNOPHOS, INC.
		
	By:	 	 /s/ Mark Feuerbach

	Its:	 	 Chief Financial Officer

	
	INNOPHOS HOLDINGS, INC.
		
	By:	 	 /s/ Mark Feuerbach

	Its:	 	 Chief Financial Officer

	
	BAIN CAPITAL, LLC
		
	By:	 	 /s/ Stephen M. Zide

	Its:	 	 


  

 6