Management and Consulting Agreement among TC Management IV, L.L.C., Brockway Moran & Partners Management, L.P., and Pacific Circuits, Inc.

Summary

This agreement, dated July 14, 1999, is between TC Management IV, L.L.C., Brockway Moran & Partners Management, L.P., and Pacific Circuits, Inc. The Consultants will provide management, consulting, and financial advisory services to Pacific Circuits and its subsidiary. In return, Pacific Circuits will pay a quarterly fee and additional fees for certain transactions, plus reimbursement of expenses. The Consultants are indemnified against most liabilities except for willful misconduct. The agreement continues until the Consultants resign in writing and is governed by Washington state law.

EX-10.4 12 ex-10_4.txt EXHIBIT 10.4 Exhibit 10.4 MANAGEMENT AND CONSULTING AGREEMENT TC MANAGEMENT IV, L.L.C. BROCKWAY MORAN & PARTNERS MANAGEMENT, L.P. JULY 14, 1999 Pacific Circuits, Inc. 17550 N.E. 67th Court Redmond, WA 98052 RE: MANAGEMENT AND FINANCIAL ADVISORY SERVICES ------------------------------------------ Gentlemen: This letter will confirm the agreement among TC Management IV, L.L.C., a Delaware limited liability company ("Thayer"), Brockway Moran & Partners Management L.P., a Delaware limited partnership, ("Brockway Moran" and together with Thayer, the "Consultants") and Pacific Circuits, Inc., a Washington corporation ("Parent"), pursuant to which the Consultants will render to Power Circuits, Inc., a wholly-owned subsidiary of Parent (the "Company") certain management and consulting services in connection with corporate development activities and the operation and conduct of the Company's business. Consultants shall commence providing these services as of the date of this letter agreement (this "Agreement"). Consultants and the Company shall agree on the specific type and extent of services to be provided pursuant to this Agreement. 1. As consideration for the management and consulting services to be provided to it by the Consultants, Parent shall pay the Consultants a quarterly fee of $75,000 payable on the first business day of each calendar quarter. Such quarterly fee shall be paid 60% to Thayer and 40% to Brockway Moran. Fees for future services shall be prorated for any partial calendar quarter during which the Consultants perform services hereunder. Upon the completion of future acquisitions of printed circuit board companies, the Board of Directors of the Parent will determine an appropriate increase in the management fee based upon the size, complexity and condition of the acquired businesses. 2. In addition to the management and consulting services referenced above, the Consultants shall provide financial advisory services in connection with potential acquisitions by the Parent and any transactions relating to the refinancing, public or private offering or sale of all or any part of the Parent's assets or capital stock to any persons, in each case whether by way of merger, consolidation, reorganization, recapitalization, offering, partnership, joint venture or otherwise (collectively, "Transactions"). In connection with any Transaction, the Parent shall pay to the Consultants a Transaction fee in the amount not to exceed to 1.00% of the proceeds of sale (in case of a sale of assets or stock) or the value of the Transaction (as customarily determined). Such Transaction fee shall be paid 60% to Thayer and 40% to Brockway Moran. 1 3. The Consultants shall also be entitled to receive (or be reimbursed for) their reasonable out-of-pocket expenses incurred in connection with services performed hereunder, upon submission of appropriate receipts and documentation in support thereof. 4. The doing of any act or the failure to do any act by either Consultant or any of its officers, directors, employees, partners, members or affiliates, or any person who controls any of the foregoing, the effect of which may or does cause or result in loss or damage to the Parent or its affiliates, shall not subject such Consultant, or any of such persons or entities, to any liability to the Parent, its affiliates or any of their respective officers, directors, shareholders, employees or affiliates, or to any other person whatsoever, except to the extent such loss or damage is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from the willful misconduct of such Consultant. In addition to its agreements and obligations under this Agreement, the Parent agrees to indemnify and hold harmless each Consultant and its affiliates (including its and their respective officers, directors, stockholders, partners, members, employees, affiliates and agents) (each indemnitee is referred to herein as an "Indemnified Person") from and against any and all claims, liabilities, losses and damages (or actions in respect thereof), in any way related to or arising out of the performance by such Indemnified Person of services under this Agreement, and to reimburse each Indemnified Person for reasonable legal and other expenses incurred by it in connection with or relating to investigating, preparing to defend, or defending any actions, claims or other proceedings (including any investigation or inquiry) arising in any manner out of or in connection with such Indemnified Person's performance or non-performance under this Agreement (whether or not such Indemnified Person is a named party in such proceedings); PROVIDED, HOWEVER, that the Parent shall not be responsible under this paragraph for any claims, liabilities, losses, damages or expenses to the extent that they are finally judicially determined to result from actions taken by such Indemnified Person that constitute willful misconduct. 5. The Consultants shall perform the services described herein until the Consultants deliver a written letter of resignation signed by each Consultant to the Parent, which the Consultants may do in their sole discretion, at any time, and for any reason or no reason. 6. This Agreement shall be binding upon and inure to the benefit of the parties hereto, their legal representatives, successors and assigns. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the state of Washington applicable to agreements made and entirely to be performed within such jurisdiction. If the foregoing is acceptable to you, please sign this letter in the space provided below and return it to the undersigned. 2 Very truly yours, TC MANAGEMENT IV, L.L.C. By: /s/ Jeffrey W. Goettman ------------------------------------ Name: Jeffrey W. Goettman Title: Authorized Representative BROCKWAY MORAN & PARTNERS MANAGEMENT, L.P. By: BROCKWAY MORAN & PARTNERS, INC., its general partner By: /s/ Michael E. Moran ------------------------------------ Name: Michael E. Moran Title: Vice President ACCEPTED AND AGREED TO: PACIFIC CIRCUITS, INC. By: /s/ Jeffrey W. Goettman -------------------------------- Name: Jeffrey W. Goettman Title: Secretary 3