TRANSITION AGREEMENT
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THIS TRANSITION AGREEMENT (the "AGREEMENT") is made as of the 3rd day
of January, 2000 by and between Meeting Maker, Inc., a company organized under
the laws of the Cayman Islands, with its principal office at 000 Xxxxxx Xxxxxx,
Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000-0000 (the "BUYER") and ON Technology
Corporation, a Delaware corporation with its principal office at 000 Xxxxxx
Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000-0000 (the "COMPANY").
WHEREAS, subject to the terms and conditions of the Asset Purchase
Agreement by and between the parties of even date herewith (the "ASSET PURCHASE
AGREEMENT"), the Buyer desires to purchase, and the Company desires to sell, all
of the assets comprising the Acquired Business. Capitalized terms that are used
but not otherwise defined herein shall have the meanings ascribed to them in the
Asset Purchase Agreement; and
WHEREAS, subject to the terms and conditions of a Management Agreement
by and between the parties of even date herewith (the "MANAGEMENT AGREEMENT"),
the Buyer desires to acquire, and the Company desires to grant, actual
possession of, operating control of, and the right to manage the Acquired
Business, pending Shareholder Approval; and
WHEREAS, in connection with the consummation of the Asset Purchase
Agreement and the Management Agreement, the parties desire to provide for a
transition of ownership and control of certain portions of the Acquired Business
pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:
1. Logistical Matters. The Buyer and the Company shall cooperate to
provide for (a) the relocation of personnel, (b) the transition of finance,
operations and administrative controls, (c) the transition of voice and data
systems, and (d) the transition of corporate communications, and certain other
logistical matters, as may arise.
2. Employee Matters. The Buyer and the Company shall provide for
certain employee matters pursuant to the Employee Matters Plan attached hereto
as Exhibit A.
3. Administrative Costs. During the period commencing on the Management
Assumption Date and ending on the Closing Date, the Buyer and the Company shall
each provide reasonable administrative services to the other, free of charge, to
effectuate the terms of this Agreement and the Management Agreement. Any
administrative services rendered thereafter by one party to the other shall be
compensated in accordance with the prices, terms and conditions to be negotiated
between the parties in good faith.
4. Moving and Separation Costs. All out-of-pocket moving and separation
costs incurred by the Company and the Buyer in connection with the transfer of
the Acquired Business to the Buyer within 000 Xxxxxx Xxxxxx, Xxxxxxxx Xxxx,
Xxxxxxx, Xxxxxxxxxxxxx shall be borne in equal parts by the Buyer and the
Company.
5. Transferred Employees.
(a) The Company shall use reasonable efforts to persuade the
Transferred Employees to accept employment with the Buyer, provided, however,
that the Company shall not be required to incur any out-of-pocket costs in
connection with such efforts.
(b) Buyer shall, to the extent practicable, adopt the current
seniority status of Transferred Employees.
6. General.
6.1 Term of Agreement. This Agreement shall become effective as of
the date hereof and shall terminate on the Termination Date, as defined in
Section 3.1 of the Management Agreement.
6.2 Entire Agreement. This Agreement and all agreements and
instruments to be delivered by the parties pursuant hereto represent the entire
understanding and agreement between the parties hereto with respect to the
subject matter hereof and supersede all prior oral and written and all
contemporaneous oral negotiations, commitments and understandings between such
parties. To the extent that any provision of this Agreement shall contradict or
be inconsistent with any applicable provision of the Asset Purchase Agreement or
the Management Agreement, such provision of the Asset Purchase Agreement or the
Management Agreement shall control.
6.3 Severability. Any provision of this Agreement which is invalid,
illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of such invalidity, illegality or unenforceability,
without affecting in any way the remaining provisions hereof in such
jurisdiction or rendering that or any other provision of this Agreement invalid,
illegal or unenforceable in any other jurisdiction.
6.4 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of The Commonwealth of Massachusetts. Each party
hereto irrevocably consents to the exclusive personal jurisdiction of the state
courts of The Commonwealth of Massachusetts and the federal courts of the United
States resident in The Commonwealth of Massachusetts, and waives any objection
which it might have based on improper venue or forum non conveniens to the
conduct of proceedings in any such court, waives personal service on it, and
consents that all such service of process may be made by mail in accordance with
Subsection 6.5 hereof.
6.5 Notices. Any notices or other communications required or
permitted hereunder shall be sufficiently given if delivered in accordance with
the provisions of Section 13 of the Asset Purchase Agreement.
6.6 Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, except that the Buyer may not assign its obligations hereunder without
the prior written consent of the Company. Any assignment in contravention of
this provision shall be void. No assignment shall release the Buyer from any
obligation or liability under this Agreement.
6.7 Section Headings. The section headings are for the convenience
of the parties and in no way alter, modify, amend, limit, or restrict the
contractual obligations of the parties.
6.8 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall be one and the same document.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of and on the date first above written.
COMPANY:
ON TECHNOLOGY CORPORATION
By:________________________
MEETING MAKER, INC.
By:________________________
