TERMINATION AGREEMENT
This
TERMINATION
AGREEMENT (this
“Agreement”) is
entered into this 29th day of September, 2008, by and between XXXXX XXXXXX
XXXXXXXX (“Executive”)
and
xxxxxxxx.xxx, inc., a Delaware corporation (the “Company”).
Each
party to this Agreement is hereinafter referred to as a “Party”
and
collectively as the “Parties”.
WITNESSETH:
WHEREAS,
the
Executive and the Company are parties to that certain Employment Agreement,
dated August 1, 2003 (the “Employment
Agreement”);
WHEREAS,
contemporaneous with this Agreement the Company has closed on that Purchase
Agreement dated June 10, 2008, by and among the Company, Tralliance Corporation
and The Registry Management Company, LLC (the “Purchase
Agreement”),
pursuant to which substantially all of the assets of the Company were sold;
and
WHEREAS,
the
Parties desire to mutually agree to the termination of the Employment Agreement
on the terms and conditions contained herein.
NOW,
THEREFORE,
in
consideration of the premises and of the mutual covenants and the conditions
hereinafter set forth, the Parties agree as follows:
1.
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Termination.
Effective as of the date hereof, the Employment Agreement is hereby
terminated by mutual agreement of the parties. Except as provided
in this
Agreement, the Company’s sole remaining obligation to the Executive under
the Employment Agreement shall be to reimburse Executive pursuant
to
Section 5 of the Employment Agreement for reasonable expenses incurred,
but not paid prior to the date
hereof.
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2.
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Indemnification.
Notwithstanding the termination of the Employment Agreement, the
Company’s
obligations under Section 10 of the Employment Agreement shall survive
such termination.
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3.
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Further
Assurances.
The parties agree to fully cooperate in good faith with one another,
including, but not limited to, taking all further actions reasonably
requested by the other party to fully effect the intent and purpose
of
this Agreement.
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4.
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Counterparts.
This Agreement may be executed in one or more counterparts, each
of which
shall for all purposes be deemed to be an original, and all of which
shall
constitute the same instrument.
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[SIGNATURES
APPEAR ON THE FOLLOWING PAGE]
IN
WITNESS WHEREOF,
each of
the Parties has executed and delivered this Agreement on the date first above
written.
/s/ XXXXX XXXXXX LEBOWTIZ | |
XXXXX
XXXXXX LEBOWTIZ
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COMPANY:
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xxxxxxxx.xxx,
inc.
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By:
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/s/ Xxxxxx X. Xxxxxxxx |
Xxxxxx
X. Xxxxxxxx
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Title:
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President
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