Exhibit 10.7
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement"), made as of the 13th day of
January, 2003 by and among BrandPartners Group, Inc. (formerly, Financial
Performance Corporation), a Delaware corporation having an address at 000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Company"), Xxxxxx X. Xxxxx, having a
business address at c/o Trump Management, Inc. 0000 Xxxx 0xx Xxxxxx, Xxxxxxxx,
Xxx Xxxx 00000 ("Xxxxx"), Xxxxxx Xxxx, having a business address at 000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Xxxx"), and the Estate of Xxxxxxx X.
Xxxxxxxxx, having an address at c/o Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx, 0 Xxxxxxx
Xxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Estate"), (with Xxxxx, Xxxx and
Estate sometimes collectively referred to as the "Shareholders").
WHEREAS, the Company and the Shareholders are all of the parties to that
certain Stockholders Agreement, dated as of November 17, 1999 (the "Shareholders
Agreement"), and believe it to be in the best interests of the Company and the
Shareholders that they agree to terminate the Shareholders Agreement under the
terms and conditions set forth herein;
WHEREAS, the Company and the Shareholders deem it to be in the best
interests of all such parties that this Agreement be executed by the parties
hereto, and the parties are willing to execute this Agreement and to be bound by
the provisions hereof.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, and in consideration of the mutual
promises set forth below, the parties hereto, intending to be legally bound,
agree as follows:
1. Termination of Shareholders Agreement. The Shareholders Agreement in
its entirety is terminated, and following the date hereof none of its terms and
provisions shall have any further force or effect.
2. Entire Agreement and Amendments. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof and neither
this Agreement nor any provision hereof may be waived, modified, amended or
terminated except by a written agreement signed by each of the parties hereto.
3. Successors and Assigns. This Agreement shall be binding upon the heirs,
personal representatives, executors, administrators, successors and assigns of
the parties.
4. Severability. If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal, invalid or unenforceable any other provision of this
Agreement, and this Agreement shall be carried out as if any such illegal,
invalid or unenforceable provision were not contained herein.
5. Captions. Captions are for convenience only and are not deemed to be
part of this Agreement.
6. Counterparts; Facsimile Signature. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original, and all of
which together shall constitute one and the same instrument. This Agreement may
be executed by any party by means of facsimile signature of such party.
7. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York without reference to its
principles of conflict of laws.
8. Interpretation. The parties acknowledge and agree that: (i) each party
and its counsel, if any, reviewed and negotiated the terms and provisions of
this Agreement; (ii) the rule of construction to the effect that any ambiguities
are resolved against the drafting party shall not be employed in the
interpretation of this Agreement;
and (iii) the terms and provisions of this Agreement shall be construed fairly
as to all parties hereto, regardless of which party was generally responsible
for the preparation of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on and as of
the date first set forth above.
BRANDPARTNERS GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: President
THE SHAREHOLDERS:
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
/s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
ESTATE OF XXXXXXX X. XXXXXXXXX
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
Title: Executrix
