<PAGE>
Exhibit 99.V
------------
Termination Agreement
This Termination Agreement (this "Agreement") is entered into as of the
14th day of April, 2000 by and between DDi Corp., a Delaware corporation
(together with each of its direct and indirect subsidiaries becoming party
hereto by executing a counterpart signature page hereof, the "Company"), and
Bain Capital Partners V, L.P., a Delaware limited partnership ("Bain").
Whereas, the Company (f/k/a Details, Inc.) and Bain are party to a
Management Agreement dated as of October 28, 1997 (the "Management
Agreement");
Whereas, in connection with the initial public offering of common
stock of DDi Corp. (the "IPO"), the Company and Bain desire to discontinue
the provision of services by Bain to the Company and the Company's payment
of fees to Bain for such services, each as described in the Management
Agreement; and
Whereas, the Company may agree in the future to retain Bain or certain
funds (the "Bain Funds") affiliated with Bain to provide certain management
and advisory services to the Company in connection with certain
transactions (the "Equity Investments" and "Financing");
Now, therefore, in consideration of the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Termination. The Company and Bain hereby agree that:
a. the Management Agreement is hereby terminated, effective as of the
closing of the IPO;
b. the Company shall pay Bain the sum of Three Million Dollars
($3,000,000) upon the effectiveness of this Agreement;
c. notwithstanding the foregoing, Sections 4, 5, 6, 7, 9, 10 and 11 of
the Management Agreement shall survive the termination of the
Management Agreement and are hereby incorporated by reference herein,
mutatis mutandis, for all purposes to have the same effect as if fully
set forth herein, with appropriate modifications as the context may
require, except that (i) references to the term "Recapitalization"
shall be deleted, (ii) the terms "Equity Investments" and "Financing"
shall have the meanings set forth in the Recitals of this Agreement
and (iii) the text of Section 7(a) shall be deleted; and
<PAGE>
d. nothwithstanding the provisions of this Agreement, the Company may
agree in the future to retain Bain or its affiliates to provide
certain management and advisory services to the Company with respect
to Equity Investments and Financing or other opportunities, on terms
mutually satisfactory to each party in the discretion thereof.
2. Counterparts. This Agreement may be executed in any number of counterparts
and by each of the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which
together shall constitute one and the same agreement.
[Remainder of this page intentionally left blank]
-2-
<PAGE>
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
executed on its behalf as an instrument under seal as of the date first above
written by its officer or representative thereunto duly authorized.
The Company: DDi Corp.
By_______________________________
Title:
DDi Intermediate Holdings Corp.
By_______________________________
Title:
DDi Capital Corp.
By_______________________________
Title:
Dynamic Details, Incorporated
By_______________________________
Title:
Dynamic Details Incorporated, Silicon Valley
By_______________________________
Title:
<PAGE>
The Company: Dynamic Details Incorporated, Texas
By_______________________________
Title:
MCM Electronics Limited
By_______________________________
Title:
Bain: Bain Capital Partners V, L.P.
By Bain Capital Investors V, Inc.,
its general partner
By___________________________
Title:
