EXHIBIT 10.1
Termination Agreement
June 29, 2005
Fremont Partners, L.L.C.
199 Fremont Street, Suite 2300
San Francisco, California 94105
Attention: General
Counsel
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Re:
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Notice of and Consent to Termination
of Management Services Agreement, dated June 30, 1999, by and
between Juno Lighting, Inc. (the “Company”) and Fremont
Partners, L.L.C. (“Fremont”).
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Dear Kevin:
As
you are aware, simultaneously with entering into this Termination
Agreement, the Company has entered into that certain Agreement and
Plan of Merger, dated as of the date hereof (the “Merger
Agreement”), with Square D Company, a Delaware corporation
(“Parent”), Hera Acquisition Corp., a wholly-owned
subsidiary of Parent (“Merger Sub”), and solely for the
purposes of Article IV and Section 9.12 therein, Schneider
Electric SA. Under Section 7.02(f) of the Merger Agreement,
the Management Services Agreement shall be terminated and of no
further effect no later than the Effective Time (as defined in the
Merger Agreement). All capitalized terms not otherwise defined
herein shall have the meanings given to them in the Merger
Agreement.
Accordingly,
pursuant to Section 7(d) of the Management Services Agreement, and
contingent upon and simultaneous with the closing of the
transactions contemplated by the Merger Agreement, the Company
hereby requests the consent of Fremont to terminate the Management
Services Agreement effective upon and simultaneous with the
Closing; provided , however , that Sections 5 through
7 of the Management Services Agreement shall survive termination
and remain in full force and effect.
Contingent upon
and simultaneous with the closing of the transactions contemplated
by the Merger Agreement, an amount in cash shall be paid to
Fremont, equal to all accrued and unpaid amounts payable through
and including the contemplated effective date of termination of the
Management Services Agreement.
Except for any
claims or other assertion of any rights related to or arising under
the Merger Agreement and the Stockholder Voting Agreement, Fremont,
contingent upon and simultaneous with the closing of the
transactions contemplated by the Merger Agreement, does hereby
remise, release and forever discharge the Company, and its
affiliates, office
