Exhibit 10.3
TERMINATION OF
ADVISORY AGREEMENT
This TERMINATION OF ADVISORY
AGREEMENT (this “ Termination ”) is made as of
November 7, 2006 by and among Innophos Holdings, Inc., a Delaware
corporation (“ Holdings ”), Innophos, Inc., a
Delaware corporation (the “ Company ”) and Bain
Capital LLC (“Bain”). The Company, Holdings and Bain
are collectively referred to herein as the “Parties.”
Except as otherwise indicated herein, capitalized terms used herein
have the respective meanings given such terms in the Advisory
Agreement.
WHEREAS, the Company, Holdings and
Bain Capital, LLC entered into that certain Advisory Agreement
dated as of August 13, 2004 (as amended, the “
Advisory Agreement ”);
WHEREAS, Bain Capital, LLC assigned
its rights and obligations under the Advisory Agreement to Bain
Capital Partners, LLC on June 6, 2006;
WHEREAS, Holdings desires to
terminate the Advisory Agreement in connection with the
registration of its equity securities under the Securities Act of
1933, as amended (the “ IPO ”);
WHEREAS, pursuant to
Section 3(a) of the Advisory Agreement, in the event that the
Advisory Agreement is terminated in connection with an IPO, Bain
sh
