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Exhibit 10.51
MANAGEMENT CONSULTING AGREEMENT (the
"AGREEMENT"), dated as of November 7,
2001, by and between DONJOY, L.L.C., a
Delaware limited liability company
("DONJOY") and J.P. MORGAN FAIRFIELD
PARTNERS, LLC, a Delaware limited
liability company ("JPM FAIRFIELD").
WHEREAS, pursuant to a Recapitalization Agreement (the
"RECAPITALIZATION AGREEMENT"), dated as of April 29, 1999, J.P. Morgan DJ
Partners, LLC (f/k/a Chase DJ Partners, LLC, "JPM DJ"), Smith & Nephew, Inc. and
DonJoy, JPM DJ, whose managing member is JPM Fairfield, obtained a controlling
interest in DonJoy;
WHEREAS, at the time of the consummation of the transactions
contemplated by the Recapitalization Agreement, J.P. Morgan Partners, LLC
("JPMP"), JPM Fairfield and DonJoy had a business agreement (the "ARRANGEMENT")
pursuant to which DonJoy would become obligated to make a payment to JPMP based
upon the achievement of certain performance targets of DonJoy, in an aggregate
amount not to exceed $250,000 per annum (the "EXISTING FEE");
WHEREAS, pursuant to the Arrangement, DonJoy (i) paid JPMP
$250,000 in the 2000 calendar year relating to the acquisition by dj
Orthopedics, LLC of certain of the assets and liabilities of DePuy Orthopaedic
Technology, Inc. and (ii) would be obligated to make a payment of $250,000 to
JPMP or its designee upon consummation of the Company IPO (defined below);
WHEREAS, dj Orthopedics, Inc., a Delaware corporation (the
"COMPANY") has filed a registration statement with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended, relating to the
initial public offering of its shares of common stock, $.01 par value per share
(the "COMPANY IPO");
WHEREAS, pursuant to an Agreement and Plan of Merger, dated as
of October 26, 2001, among DonJoy, the Company and DJ Acquisition Corporation,
a wholly-owned subsidiary of the Company (the "MERGERSUB"), immediately prior to
the consummation of the Company IPO, the MergerSub will merge with and into
DonJoy, as a result of which DonJoy will become a wholly-owned subsidiary of the
Company; and
WHEREAS, the parties hereto wish to memorialize the
Arrangement in writing and to amend the terms of the Arrangement to (i)
eliminate the performance targets of DonJoy upon which the Existing Fee was
based, (ii) provide that the payment of fees to JPM Fairfield will be based
solely upon the management, consulting and advisory services performed by JPM
Fairfield hereunder, and (iii) provide that payments to be made by DonJoy are
made directly to JPM Fairfield instead of JPMP.
NOW, THEREFORE, in consideration of the obligations and
covenants contained herein, the parties hereto agree as follows:
SECTION 1. TERM. The term of this Agreement shall be from the
date hereof until the first to occur of (i) the date on which Charles T.
Orsatti, the managing member of JPM Fairfield, shall
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no longer serve as a member of the board of directors of the Company, (ii) JPM
DJ (or the members of JPM DJ, if JPM DJ should distribute its interests in the
Company to such members) shall cease to beneficially own or control at least 5%
of the issued and outstanding common stock, $.01 par value per share, of the
Company (the "COMMON STOCK") (including in the number of shares of Common Stock
held by JPM DJ, all options, warrants and other rights to purchase Common Stock
held by JPM DJ) and (iii) the tenth anniversary of the date of this Agreement
(the "TERM").
SECTION 2. MANAGEMENT CONSULTING SERVICES. During the Term,
JPM Fairfield shall (i) advise the Company (which for purposes of this Section 2
and Section 3 below shall mean, prior to the Company IPO, DonJoy and upon
consummation of the Company IPO, dj Orthopedics, Inc.) concerning any proposed
financial transactions, acquisitions and other senior management matters related
to the Company's business, administration and policies, (ii) act as a liaison
with JPMP, the Company's other institutional investors and the Company's lenders
and (iii) perform such other tasks and functions as the Company shall
specifically and reasonably request (clause (i), (ii) and (iii), collectively
referred to herein as, the "SERVICES"). Such Services shall, in JPM Fairfield's
reasonable discretion, be rendered by JPM Fairfield in person, by telephone or
other suitable communication. JPM Fairfield shall be free of control by the
Company over the manner and time of rendering its services hereunder, and the
Company shall have no right to dictate or direct the details of the services
rendered hereunder. JPM Fairfield shall (i) use its reasonable efforts to deal
effectively with all subjects submitted to it hereunder and (ii) endeavor to
further, by performance of its services hereunder, the policies and objectives
of the Company.
SECTION 3. MANAGEMENT FEE. In consideration for the provision
of Services provided by JPM Fairfield to the Company pursuant to SECTION 2,
during the Term, the Company shall pay to JPM Fairfield an annual fee equal to
$250,000 (the "MANAGEMENT FEE"). Such Management Fee shall become due and
payable on July 1st of each year during the Term or such other date as the
parties hereto shall mutually agree. The Management Fee shall be payable
regardless of whether JPM Fairfield has performed any services for the Company
during the year to which such Management Fee relates and JPM Fairfield shall not
be under any obligation to return such Management Fee.
SECTION 4. NOTICES. All notices, requests, demands, claims and
other communications hereunder shall be in writing. Any notice, request, demand,
claim or other communication hereunder shall be delivered personally to the
recipient, delivered by United States Post Office mail, telecopied to the
intended recipient at the telecopy number set forth therefor below (with hard
copy to follow), or sent to the recipient by reputable express courier service
(charges prepaid) and addressed to the intended recipient as set forth below:
if to the Company or DonJoy:
dj Orthopedics, Inc.
2985 Scott St.
Vista, CA 92083
Telephone: 760-734-3530
Telecopy: 760-734-3536
Attention: Chief Executive Officer
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if to JPM Fairfield:
J.P. Morgan Fairfield Partners, LLC
600 Cleveland St.
Suite 1100
Clearwater, FL 33755
Telephone: 727-449-0067
Telecopy: 727-449-0090
Attention: Charles T. Orsatti
with copies to:
J.P. Morgan Partners, LLC
Attn: Official Notices Clerk
(FBO: Mitchell J. Blutt, M.D.)
1221 Avenue of the Americas
New York, New York 10020
Telephone: 212-899-3400
Telecopy: 212-899-3401
O'Sullivan LLP
30 Rockefeller Plaza
New York, New York 10112
Telephone: 212-408-2400
Telecopy: 212-408-2420
Attention: Gregory A. Gilbert, Esq.
or to such other address as the party to whom notice is to be given may have
furnished to the other party in writing in accordance herewith. Any such
communication shall be deemed to have been duly given and received (i) when
delivered, if personally delivered, sent by telecopier or sent by overnight
courier and (ii) on the fifth business day following the date posted, if sent by
mail.
SECTION 5. ENTIRE AGREEMENT. This Agreement contains the
complete and exclusive expression of the agreement between DonJoy and JPM
Fairfield with respect to the subject matter hereof and supersedes all prior
agreements or understandings among the parties with respect hereto.
SECTION 6. ASSIGNMENT. This Agreement shall not be assigned by
any party without the consent of the other party, except that DonJoy may assign
its rights and obligations hereunder to the Company or any of its subsidiaries.
SECTION 7. BENEFITS OF AGREEMENT. The terms and provisions of
this Agreement shall be binding upon, and will inure to the benefit of, the
parties hereto and their respective successors and permitted assigns.
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SECTION 8. AMENDMENTS AND WAIVERS. The terms and provisions of
this Agreement shall not be modified, altered or otherwise amended, except
pursuant to a writing signed by the parties. Any waiver by either party of a
breach of any provision of this Agreement by the other party shall be in writing
and shall not operate or be construed as a waiver of any other or subsequent
breach by such other party.
SECTION 9. GOVERNING LAW. THIS AGREEMENT WILL 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 CONFLICTING PROVISION OR RULE (WHETHER OF
THE STATE OF NEW YORK, OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF
ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK TO BE APPLIED. IN FURTHERANCE
OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF NEW YORK WILL CONTROL THE
INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH
JURISDICTION'S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF
SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.
SECTION 10. HEADINGS. Section headings are used for
convenience only and shall in no way affect the construction of this Agreement.
SECTION 11. COUNTERPARTS; FACSIMILE SIGNATURES. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. Facsimile counterpart signatures to this Agreement shall be
acceptable and binding.
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IN WITNESS WHEREOF, the parties have caused this Management
Consulting Agreement to be duly executed as of the date first above written.
DONJOY, L.L.C.
By: /s/ Leslie H. Cross
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Name: Leslie H. Cross
Title: Chief Executive Officer
J.P. MORGAN FAIRFIELD PARTNERS, LLC
By: /s/ Charles T. Orsatti
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Name: Charles T. Orsatti
Title: Managing Member
ACKNOWLEDGED AS OF THE DATE
FIRST ABOVE WRITTEN
DJ ORTHOPEDICS, INC.
By: /s/ Cyril Talbot III
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Name: Cyril Talbot III
Title: Senior Vice President - Finance,
Chief Financial Officer & Secretary