MANAGEMENT AGREEMENT

        MANAGEMENT AGREEMENT (this "Agreement") made as of this 22nd day of August, 2001 by and among Castle Harlan, Inc., a Delaware corporation ("CHI"), Bruckmann, Rosser, Sherrill & Co., LLC. ("BRS"), a Delaware limited liability company ("BRS"), McCormick & Schmick Acquisition Corp., a Delaware corporation (the "Company"), and McCormick & Schmick Restaurant Corp., a Delaware corporation ("Restaurant Corp.").

W I T N E S S E T H:

        WHEREAS, the Company desires to retain CHI to provide business and organizational strategy, financial and investment management, advisory and merchant and investment banking services to the Company upon the terms and conditions hereinafter set forth, and CHI is willing to undertake such obligations.

        NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

        1.    Appointment.    The Company hereby engages CHI, and CHI hereby agrees, upon the terms and subject to the conditions set forth herein, to provide certain services to the Company as described in Section 3 hereof.

        2.    Term.    The term of this Agreement (the "Term") shall be for an initial term expiring ten years after the date hereof. Such term shall be renewed automatically for additional one-year terms thereafter unless CHI or the Company shall give notice in writing within 90 days before the expiration of the initial term or any one-year renewal thereof of its desire to terminate this Agreement. The provisions of Section 6 and such other provisions of this Agreement as the context so requires shall survive the termination of this Agreement.

        3.    Duties of CHI.    CHI shall provide the Company with business and organizational strategy, financial and investment management, advisory and merchant and investment banking services, as the Company may reasonably request from time to time (collectively, the "Services").

        The Company will use the Services of CHI and CHI will make itself available for the performance of the Services upon reasonable notice. CHI will perform the Services at the times and places reasonably requested by the Company to meet its needs and requirements, taking into account other engagements that CHI may have.

        3.1.    Exclusions from Services.    Notwithstanding anything in the foregoing to the contrary, the following services are specifically excluded from the definition of "Services":

        (i)    Independent Accounting Services.    Accounting services rendered to the Company or CHI by an independent accounting firm or accountant (i.e., an accountant who is not an employee of CHI);

        (ii)    Legal Services.    Legal services rendered to the Company or CHI by an independent law firm or attorney (i.e., an attorney who is not an employee of CHI);

        (iii)    Transaction Services.    Services rendered in connection with any transaction (including, without limitation, any merger, acquisition, divestiture or financing) in which the Company or any of its subsidiaries or affiliates may be, or may consider becoming, involved ("Transaction Services"); it being understood that before the Company or any of its subsidiaries or affiliates engages any person or entity to provide any Transaction Services, CHI and BRS shall be first approached and shall have a thirty day period during which they may decide (upon the mutual agreement of BRS and CHI) to perform (either jointly or severally), for an additional fee to be established at such time, any such Transaction Services; and

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC