Exhibit 10.19
Solera, Inc.
12230 El Camino Real, Suite 200
San Diego, California 92130
Facsimile: (858) 812-3011
February 8, 2006
Mr. Garen Staglin
P.O. Box 680
Napa, California 94573
Facsimile: (707) 963-8786
Solera, Inc., a Delaware corporation
(the “ Company ”), and certain of its affiliates
are pursuing a potential acquisition by the Company of ADP Claims
Services Group (“ CSG ”), a business segment of
Automatic Data Processing, Inc. (“ ADP ”), from
ADP (the “ Proposed Acquisition ”).
If the Proposed Acquisition is
consummated by the Company with the use and contribution of your
services, then the Company will pay to you an advisory and success
fee in cash in an amount equal to the Base Fee Amount less
$500,000. For purposes of this letter, “ Base Fee
Amount ” means an amount equal to the lesser of (i) $5
million and (ii) (a) if the Purchase Price is less than or equal to
$750 million, then the product of the Purchase Price and 0.005, (b)
if the Purchase Price is greater than $750 million and less than or
equal to $1 billion, then the sum of (x) $3.75 million and (y) the
product of (A) the Purchase Price less $750 million and (B) 0.0025,
or (c) if the Purchase Price is greater than $1 billion, then the
sum of (x) $4.375 million and (y) the product of (A) the Purchase
Price less $1 billion and (B) 0.00125. For purposes of this letter,
“ Purchase Price ” means an amount equal to the
cash purchase price paid to ADP and its subsidiaries by the Company
and its subsidiaries in connection with the Proposed Acquisition on
the date of the consummation of the Proposed Acquisition (excluding
any portion of such purchase price deposited in escrow). Any
amounts payable to you hereunder shall be paid to you by the
Company or its affiliates within 45 days following the
consummation, if any, of the Proposed Acquisition.
This letter agreement shall not
obligate you to participate in any negotiations with ADP or its
representatives regarding the Proposed Acquisition.
You (for yourself, your affiliates
and your heirs, assigns and executors) release and forever
discharge e
