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Exhibit 10.18
COMMITMENT AGREEMENT
This COMMITMENT AGREEMENT (this "Agreement") is made and entered
into as of this 13th day of March 2000, by and among Talarian Corporation, a
California corporation ("Talarian"), Xxxx Xxxxxxxx ("the Shareholder"), and
Xxxxxx & Associates, P.C. (the "Escrow Agent").
R E C I T A L S
A. Talarian and WhiteBarn, Inc., an Illinois corporation
("WhiteBarn"), are parties to that certain Agreement and Plan of Merger dated as
of March 7, 2000 (the "Merger Agreement").
B. Pursuant to the Merger Agreement, the Shareholder is receiving
237,960 shares (the "Shares") of the common stock, no par value, of Talarian
(the "Talarian Common Stock"), in exchange for all of the Shareholder's stock of
WhiteBarn (the "WhiteBarn Shares").
C. Talarian places a high value on the services of the Shareholder
and his ability to enhance the strategic position of Talarian.
D. In order to incent the Shareholder to remain employed by Talarian
for at least two years from and following the Closing Date, twenty five percent
(25%) of the Shares are being placed in an escrow account and will be forfeited
if the Shareholder voluntarily terminates his employment or is terminated with
cause prior to the second anniversary of the Closing Date.
E. All capitalized terms used herein but which are not otherwise
defined shall have the meanings given to them in the Merger Agreement.
A G R E E M E N T
In consideration of the foregoing recitals and the mutual covenants
and conditions contained herein, the parties, intending to be legally bound,
agree as follows:
1. Shareholder Covenants. The Shareholder covenants as follows:
1.1 Noncompetition/Nonsolicitation.
(a) During the Applicable Period (as defined below)
the Shareholder will not, without the prior written consent of Talarian,
directly, in the Territory (as defined below), Compete (as defined below) with
the business of Talarian or engage in any Solicitation (as defined below);
provided, however, that nothing herein shall prevent the Shareholder from
owning, directly or indirectly, as a passive investor, in the aggregate not more
than 5% of the outstanding publicly traded stock of any corporation engaged in
such competition.
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(b) For the purposes of this Section 1, the term
"Applicable Period" shall mean the period beginning on the Closing Date hereof
and ending on the later to occur of (x) the second anniversary of the Closing
Date or (y) the date one year following the termination of the Shareholder's
employment with Talarian; provided that if the Shareholder's employment is
terminated by Shareholder with Good Reason (as defined herein) or by Talarian
without Cause (as defined herein), then the Applicable Period shall end on the
date of such termination of Shareholder's employment; and provided further that
in any event the Applicable Period shall terminate no later than the third
anniversary of the Closing Date. Notwithstanding the foregoing, the Applicable
Period shall be the one year period following the Closing Date if Talarian does
not consummate an initial public offering of its equity securities pursuant to a
registration statement declared effective under the Securities Act of 1933, as
amended, during such one year period.
(c) For the purposes of this Section 1, the term
"Territory" shall mean North America.
1.2 Definition of Solicitation. For the purposes of this
Agreement, the term "Solicitation" shall mean (a) calling on or soliciting, as a
client or customer, any individual, partnership, corporation or association that
Shareholder knows is a client or customer of Talarian or was a client or
customer of Talarian during the 12 calendar month period immediately preceding
any such act for the purpose of competing with Talarian; (b) hiring or
soliciting or attempting to hire or solicit any employee of Talarian either on
behalf of Shareholder or any other person or entity; or (c) hiring or soliciting
or attempting to hire or solicit any independent sales representative that
Shareholder knows is engaged in the solicitation of customers on Talarian's
behalf or was engaged in the solicitation of customers on Talarian's behalf
during the 12 calendar month period immediately preceding any such act for the
purpose of competing with Talarian.
1.3 Definition of Compete. For purposes of this Agreement, the
term "Compete" shall mean (a) acting as an agent, representative, consultant,
officer, director, independent contractor or employee of any entity or
enterprise, which directly competes with the business of Talarian; (b)
participating in any such directly competing entity or enterprise, or the
affiliate of such entity or enterprise, as a holder of an equity interest or as
an owner, partner, limited partner, joint venturer, creditor or shareholder; or
(c) communicating to any such directly competing entity or enterprise the names
or addresses or any other information concerning any past, present or identified
prospective client or customer of Talarian.
1.4 Confidential Data. The Shareholder agrees that, during the
Applicable Period and except as is appropriate in the course of performance of
his responsibilities under any employment agreement or consulting agreement, the
Shareholder shall keep confidential and not directly or indirectly divulge,
furnish, make accessible to anyone, or appropriate for his own use any
confidential information of Talarian, and that at no time will he divulge,
furnish and make accessible to anyone or appropriate for his own use any trade
secrets of Talarian. The Shareholder and Talarian further acknowledge and agree
that Talarian has a legitimate interest in protecting proprietary customer
information from misappropriation or diversion by the Shareholder or any
competitor. The Shareholder hereby acknowledges and agrees that the prohibitions
against disclosure of confidential
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data recited herein are in addition to, and not in lieu of, any rights or
remedies which Talarian may have available pursuant to the Laws of any
jurisdiction or at common law to prevent the disclosure of trade secrets and
other confidential proprietary data, and the enforcement by Talarian of its
rights and remedies pursuant to this Agreement shall not be construed as a
waiver of any other rights or available remedies which it may possess in Law or
equity absent this Agreement.
1.5 Reasonableness of Restrictions. The Shareholder recognizes
that the territorial and time limitations set forth in Section 1, above, are
reasonable, not burdensome and are properly required for the adequate protection
of Talarian, and in the event that such territorial or time limitations are
deemed to be unreasonable by a court of competent jurisdiction, the Shareholder
and Talarian agree and submit to the reduction of either said territorial or
time limitation, or both, to such an area or period as said court shall deem
reasonable.
1.6 Notice. Talarian agrees that it shall give Shareholder
written notice of, and to the extent possible, an opportunity to cure within 30
days of the date of such notice, any breach or alleged breach by Shareholder, of
the provisions of this Section 1.
1.7 Injunctive Relief. The Shareholder acknowledges that its
expertise in the business is of a special, unique, unusual, extraordinary and
intellectual character, which gives such expertise a peculiar value, and that a
breach by him of the provisions of this Agreement cannot be reasonably or
adequately compensated in damages in an action at Law and that such breach will
cause Talarian irreparable injury and damage. The Shareholder further
acknowledges that he possesses unique skills, knowledge and ability and that
competition in violation of this Agreement would be extremely detrimental to
Talarian. By reason thereof, the Shareholder agrees that Talarian shall be
entitled, in addition to any other remedies each of them may have under this
Agreement or otherwise, to temporary, preliminary and/or permanent injunctive
and other equitable relief to prevent or curtail any breach of this Agreement,
without proof of actual damages that have been or may be caused to Talarian by
such breach or threatened breach; provided, however, that no specification in
this Agreement of a specific legal or equitable remedy shall be construed as a
waiver or prohibition against the pursuing of other legal or equitable remedies
in the event of a breach, by either party.
2. Establishment of Escrow; Account.
2.1 Deposit in Escrow. Talarian, on behalf of the Shareholder,
hereby deposits with the Escrow Agent, a stock certificate representing an
aggregate of 59,490 shares of the Talarian Common Stock (the "Initial Escrowed
Shares"), issued in the name of the Shareholder. In addition, the Shareholder
hereby deposits four stock powers (separate from certificate) endorsed in favor
of Talarian. Any shares of Talarian capital stock that result from any stock
dividend, reclassification, stock split, subdivision or combination of shares,
recapitalization, merger or other events generally made with respect to the
Talarian Common Stock in the Escrow Account (as defined below) ("Additional
Shares") shall be delivered to the Escrow Agent and shall be held in the Escrow
Account (and, as required under this Agreement, shall be released from the
Escrow Account). Unless otherwise indicated, as used in this Agreement, the term
"Escrowed Shares"
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includes the Initial Escrowed Shares and any Additional Shares. The Escrow Agent
agrees to accept delivery of the Escrowed Shares and to hold the Escrowed Shares
in Escrow in accordance with this Agreement and to release the Escrowed Shares
out of the Escrow Account as provided in this Agreement.
2.2 Escrow Account. The Escrow Agent shall maintain the
Escrowed Shares in a separate account (the "Escrow Account").
2.3 Cash Dividends; Voting and Rights of Ownership. Any cash
dividends, dividends payable in property or other distributions of any kind made
in respect of the Escrowed Shares shall become part of the Escrow Account. The
Shareholder shall have the right to vote the Escrowed Shares deposited in the
Escrow Account on his behalf during such time that the Escrowed Shares are held
in Escrow, and Talarian shall take all steps necessary to allow the exercise of
such rights. While the Escrowed Shares remain in the Escrow Agent's possession
pursuant to this Agreement, the Shareholder will retain and shall be able to
exercise all other incidents of ownership of the Escrowed Shares that are not
inconsistent with the terms and conditions hereof.
3. Release from Escrow.
3.1 Release of Escrowed Shares to the Shareholder. The
Escrowed Shares shall be held by the Escrow Agent until required to be released
to either the Shareholder or Talarian as provided for in Sections 3.1 and 3.2.
Provided that the Escrowed Shares have not been released to Talarian pursuant to
Section 3.2 below, upon the occurrence of the first of the following: (i)
Shareholder terminates his employment with Talarian within 30 days of having
Good Reason, (ii) Talarian terminates the Shareholder's employment without Cause
(as defined below) (including for disability or death) or (iii) (provided
Shareholder is still employed) the date two years after the Closing Date (the
date of the first of such events in (i) through (iii) to occur is referred to as
the "Termination Date"), within 10 business days after the Termination Date,
Talarian and the Shareholder (or his estate) shall execute and deliver to the
Escrow Agent a written notice (a "Release Notice") stating that all Escrowed
Shares shall be released to the Shareholder (or his estate). Within five
business days after receipt of the Release Notice, the Escrow Agent shall
deliver (by registered mail or overnight carrier) to the Shareholder (or his
estate) the Escrowed Shares (along with all corresponding stock powers) to the
address specified by the Shareholder (or his estate). The Escrow Agent shall not
be required to deliver the Escrowed Shares to the Shareholder until it has
received the Release Notice from Talarian and the Shareholder (or his estate).
3.2 Release of Escrowed Shares to Talarian. If the Shareholder
is terminated with Cause by Talarian or voluntarily terminates his employment
with Talarian (other than for disability or death or if the Shareholder resigns
within 30 days after having Good Reason) on or prior to the second anniversary
of the Closing Date, Talarian and the Shareholder shall execute and deliver to
the Escrow Agent within 20 days of such termination of employment, a Release
Notice stating that all the Escrowed Shares shall be released to Talarian.
Within five business days after receipt of such Release Notice, the Escrow Agent
shall release the Escrowed Shares to Talarian. The Escrowed Shares released from
Escrow to Talarian may be cancelled by Talarian, without
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requiring Talarian to pay any consideration whatsoever in receipt thereof to the
Shareholder. The Escrow Agent shall not be required to deliver the Escrowed
Shares to Talarian until it has received the Release Notice from Talarian and
the Shareholder (or his estate).
3.3 No Encumbrance. No Escrowed Shares or any beneficial
interest therein may be pledged, sold, assigned or transferred, including by
operation of law, by the Shareholder or may be taken or reached by any legal or
equitable process in satisfaction of any debt or other liability of the
Shareholder, prior to the delivery of the Escrowed Shares by the Escrow Agent to
the Shareholder pursuant to Sections 3.1 and 3.2, above.
3.4 Power to Transfer Escrowed Shares. The Escrow Agent is
hereby granted the power to effect any transfer of the Escrowed Shares provided
for in this Agreement. Talarian will cooperate with the Escrow Agent in causing
its transfer agent to promptly issue stock certificates as necessary to effect
such transfers.
3.5 Definitions. For purposes of this Agreement, the following
terms shall have the meanings indicated:
(a) "Cause" shall mean any of the following: (a)
Shareholder knowingly engages or in any manner participates in any activity
which is directly competitive with or intentionally injurious to Talarian or its
business or which violates any material provision of Section 1 hereof, (b)
Shareholder uses alcohol or illegal drugs, which use materially interferes with
the performance of his duties for Talarian; (c) Shareholder is convicted by a
court of competent jurisdiction, or pleads "no contest" to, a felony, or any
other crime involving moral turpitude; (d) Shareholder commits any fraud against
Talarian or uses or intentionally appropriates for his personal use or benefit
any funds or properties of Talarian not authorized by Talarian to be so used or
appropriated; (e) Shareholder intentionally imparts material confidential
information relating to Talarian or its business to third parties other than in
the course of carrying out his duties; or (f) Shareholder fails or refuses to
make a reasonable effort to materially perform the duties and responsibilities
that are within the scope of his employment in the position of Vice President of
Network Development, as reasonably requested by his superiors; if such failure
or refusal is not cured within thirty (30) days after written notice thereof to
Shareholder by Talarian.
(b) "Good Reason" shall mean the occurrence of any
of the following events: (1) the removal of the Shareholder from the position as
Vice President of Network Development or any material change or reduction in the
Shareholder's position, salary, benefits, authority, duties or responsibilities
without his written consent, or (2) a change in the Shareholder's place of
employment to a place which is not within a 20 mile radius of his place of
employment before such change.
4. Arbitration.
4.1 AAA Rules. Any dispute between Talarian and the
Shareholder under this Agreement, shall be submitted to final and binding
arbitration in the County of Santa Xxxxx,
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State of California, which arbitration shall, except as herein specifically
stated, be conducted in accordance with the Commercial Arbitration Rules of the
American Arbitration Association (the "AAA") then in effect; provided, however,
that the parties agree first to try in good faith to resolve any dispute that
does not exceed $100,000 by mediation under the Commercial Mediation Rules of
the American Arbitration Association, before resorting to arbitration; provided,
further, that in the event of an arbitration, the arbitration provisions of this
Agreement shall govern over any conflicting rules which may now or hereafter be
contained in the AAA rules.
4.2 Binding Effect. The final decision of the arbitrator shall
be furnished in writing to the Escrow Agent, the Shareholder and Talarian and
will constitute a conclusive determination of the issue in question, binding
upon the Shareholder and Talarian. The arbitrator shall have the authority to
grant any equitable and legal remedies that would be available in any judicial
proceeding. Any judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction over the subject matter thereof.
4.3 Compensation of Arbitrator. Any such arbitration shall be
conducted before a single arbitrator who will be compensated for his or her
services at a rate to be determined by the parties and by the AAA, but based
upon reasonable hourly or daily consulting rates for the arbitrator in the event
the parties are not able to agree upon his or her rate of compensation.
4.4 Selection of Arbitrator. The AAA shall have the authority
to select an arbitrator from a list of arbitrators who are partners in a
nationally recognized firm of independent certified public accountants from the
management advisory services department (or comparable department or group) of
such firm or who are partners in a major law firm; provided, however, that
neither the accounting firm, law firm nor the individual arbitrator shall be a
firm or individual that has within the last three years rendered, or is then
rendering, services to any party or, also in the case of a law firm, a firm or
an individual lawyer, who has appeared, or is then appearing, as counsel of
record in opposition to any party; provided, further, that the individual
arbitrator cannot have any other prior relationship or affiliation to the
Shareholder, Talarian or any of its officers, directors, consultants,
contractors or employees which is likely to affect or compromise the
arbitrator's independence.
4.5 Payment of Costs. The parties will share responsibility
for the attorneys' fees and costs and all costs of arbitration, including those
provided for above, based on the degree to which the arbitrator accepts the
respective positions of the parties, as conclusively determined by the
arbitrator.
4.6 Terms of Arbitration. The arbitrator chosen in accordance
with these provisions shall not have the power to alter, amend or otherwise
affect the terms of these arbitration provisions or the provisions of the Merger
Agreement or any other documents that are executed in connection therewith.
4.7 Exclusive Remedy. Arbitration or mediation under this
Section shall be the sole and exclusive remedy of the parties for any dispute
arising out of this Agreement.
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5. Escrow Agent.
5.1 Duties. The duties of the Escrow Agent hereunder shall be
entirely administrative and not discretionary. The Escrow Agent shall be
obligated to act only in accordance with written instructions received by it as
provided in this Agreement and is authorized herewith to comply with any orders,
judgments or decrees of any court with or without jurisdiction and shall not be
liable as a result of its compliance with the same.
5.2 Legal Opinions. As to any legal questions arising in
connection with the administration of this Agreement, the Escrow Agent may rely
absolutely upon the joint instruction of Talarian and the Shareholder or the
opinions given to the Escrow Agent by its outside independent counsel and shall
be free of liability for acting and relying on such opinions.
5.3 Signatures. The Escrow Agent may rely absolutely upon the
genuineness and authorization of the signature and purported signature of any
party upon any instruction, notice, release, receipt or other document delivered
to it pursuant to this Agreement.
5.4 Receipts and Releases. The Escrow Agent may, as a
condition to the disbursement of monies or disposition of securities as provided
herein, require from the payee or recipient a receipt therefor and, upon final
payment or disposition, a release of the Escrow Agent from any liability arising
out of its execution or performance of this Agreement, with such release to be
in a form reasonably satisfactory to the Escrow Agent.
5.5 Refrain from Action. The Escrow Agent shall be entitled to
refrain from taking any action contemplated by this Agreement in the event it
becomes aware of any dispute between the Shareholder and Talarian as to any
material facts or as to the happening of any event precedent to such action.
5.6 Interpleader. If any controversy arises between the
parties or with any third party, the Escrow Agent shall not be required to
determine the same or to take any action, but the Escrow Agent in its discretion
may institute such interpleader or other proceedings in connection therewith as
the Escrow Agent may deem proper, and in following such other course, the Escrow
Agent shall not be liable.
5.7 Tax Forms. All persons or entities entitled to receive
interest from the Escrow Account will provide the Escrow Agent with W-9 tax
forms prior to disbursement of interest. Interest earned in the Escrow Account
will be reported as income to the party receiving such interest.
6. Indemnification of Escrow Agent.
6.1 Waiver Indemnification. Talarian and the Shareholder agree
to and hereby do waive any suit, claim, demand or cause of action of any kind
which they may have or may
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assert against the Escrow Agent arising out of or relating to the execution or
performance by the Escrow Agent of this Agreement, in accordance with the terms
and conditions hereof, unless such suit, claim, demand or cause of action is
based upon the willful neglect or gross negligence or bad faith of the Escrow
Agent. They further agree to indemnify the Escrow Agent against and from any and
all claims, demands, costs, liabilities and expenses, including reasonable
counsel fees, which may be asserted against it or to which it may be exposed or
which it may incur by reason of its execution or performance of this Agreement,
except to the extent attributable to its willful neglect, gross negligence or
bad faith. Such agreement to indemnify shall survive until extinguished by any
applicable statute of limitations.
6.2 Conditions to Indemnification. In case any litigation is
brought against the Escrow Agent in respect of which indemnity may be sought
hereunder, the Escrow Agent shall give prompt notice of that litigation to the
parties, and the parties, upon receipt of that notice, shall have the obligation
and the right to assume the defense of such litigation, provided that failure of
the Escrow Agent to give the notice shall not relieve the parties from any of
their obligations under this Section 6 unless that failure prejudices the
defense of any of such litigation by said parties. The cost of defense of any
such litigation shall be borne by Talarian unless the litigation is brought by
or on behalf of the Shareholder, in which case the cost of defense of any such
litigation shall be borne by the Shareholder. At its own expense, the Escrow
Agent may employ separate counsel and participate in the defense. Parties shall
not be liable for any settlement agreed to by the Escrow Agent without the
respective consents.
7. Acknowledgment by the Escrow Agent. By execution and delivery of
this Agreement, the Escrow Agent acknowledges that the terms and provisions of
this Agreement are acceptable and agrees to carry out the provisions of this
Agreement on its part.
8. Resignation or Removal of Escrow Agent; Successor.
8.1 Resignation and Removal.
(a) The Escrow Agent may resign as such following
the giving of 30 days' prior written notice to the other parties. Similarly, the
Escrow Agent may be removed and replaced following the giving of 30 calendar
days' prior written notice to be given to the Escrow Agent jointly by the
Shareholder and Talarian. In either event, the duties of the Escrow Agent shall
terminate 30 calendar days after the date of such notice (or as of such earlier
date as may be mutually agreeable); and the Escrow Agent shall then deliver the
balance of the Escrowed Shares then in its possession to a successor Escrow
Agent as shall be appointed by the other parties as evidenced by a written
notice filed with the Escrow Agent.
(b) If the parties are unable to agree upon a
successor, or shall have failed to appoint a successor prior to the expiration
of 30 calendar days following the date of the notice of resignation or removal,
then the acting Escrow Agent may petition any court of competent jurisdiction
for the appointment of a successor Escrow Agent or other appropriate relief and
any such resulting appointment shall be binding upon all of the parties.
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8.2 Successors. Every successor appointed hereunder shall
execute, acknowledge and deliver to its predecessor and also to the Shareholder
and Talarian, an instrument in writing accepting such appointment hereunder, and
thereupon such successor, without any further act, shall become fully vested
with all the duties, responsibilities and obligations of its predecessor; and
such predecessor, upon the written request of its successor or any of the
parties, shall execute and deliver an instrument or instruments transferring to
such successor all the rights of such predecessor hereunder, and shall duly
assign, transfer and deliver all property, securities and monies held by it
pursuant to this Agreement to such successor (a "Successor Transfer"). Should
any instrument be required by any successor for more fully vesting in such
successor, the duties, responsibilities and obligations hereby vested or
intended to be vested in the predecessor, any and all such instruments in
writing shall, on the request of any of the other parties, be executed,
acknowledged and delivered by the predecessor.
8.3 New Custodian. In the event of an appointment of a
successor, upon the consummation of the Successor Transfer, the predecessor
shall cease to be custodian of any funds, securities or other assets and records
previously held by it pursuant to this Agreement, and the successor shall become
such custodian.
8.4 Release. Upon acknowledgment by any successor Escrow Agent
of the receipt of the then remaining balance of the Escrowed Shares, the then
acting Escrow Agent shall be fully released and relieved of all duties,
responsibilities and obligations under this Agreement that may arise and accrue
thereafter.
9. Fee. The Escrow Agent shall be paid for service hereunder in
accordance with the fee schedule attached hereto as Schedule 9 hereto. Talarian
shall be responsible for paying all such fees to the Escrow Agent and any
successor thereof. In the event that the Escrow Agent is required to render any
service not provided for in this Agreement and fee schedule, or there is any
assignment of the interest of this Escrow or any modification hereof, the Escrow
Agent shall be entitled to receive from the party requesting the service,
assignment or amendment reasonable compensation for such extraordinary services
and reimbursement for all fees, costs, liability and expenses, including
attorneys' fees.
10. Termination. The escrow created hereby shall terminate following
the Escrow Agent's delivery of all Escrowed Shares to the Shareholder or
Talarian pursuant to Section 3, above.
11. Miscellaneous Provisions.
11.1 Governing Law. The validity, construction and performance
of this Agreement, and any Action arising out of or relating to this Agreement
shall be governed by the Laws, without regard to the Laws as to choice or
conflict of Laws, of the State of Illinois.
11.2 No Employment Agreement. Nothing contained in this
Agreement shall confer on Shareholder any right to remain in the employ of, or
to continue providing services
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for, Talarian or any of its subsidiaries or shall limit the ability of Talarian
or any of its subsidiaries to terminate, with or without cause, in its sole
discretion, the employment of Shareholder.
11.3 Amendment. This Agreement may be amended, supplemented,
modified and/or rescinded only through an express written instrument signed by
all parties or their respective successors and permitted assigns.
11.4 Assignment. Neither this Agreement nor any interest
herein shall be assignable (voluntarily, involuntarily, by judicial process,
operation of Law or otherwise), in whole or in part, by the Shareholder without
the prior written consent of Talarian.
11.5 Notices. All notices, requests, demands and other
communications made under this Agreement shall be in writing, correctly
addressed to the recipient at the addresses set forth under such recipient's
signature on the signature page hereto and shall be deemed to have been duly
given; (a) upon delivery, if served personally on the party to whom notice is to
be given; or (b) on the date or receipt, refusal or non-delivery indicated on
the receipt if mailed to the party to whom notice is to be given by first class
mail, registered or certified, postage prepaid, or by air courier. Any party may
give written notice of a change of address in accordance with the provisions of
this Section and after such notice of change has been received, any subsequent
notice shall be given to such party in the manner described at such new address.
11.6 Warranty of Authority. Each of the individuals signing
this Agreement on behalf of a party hereto warrants and represents that such
individual is duly authorized and empowered to enter into this Agreement and
bind such party hereto.
11.7 Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute a single agreement.
[The remainder of this page has been intentionally left blank.]
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IN WITNESS WHEREOF, each of the parties has executed this Agreement
as of the date first set forth above.
"TALARIAN": THE "SHAREHOLDER":
TALARIAN CORPORATION,
a California corporation
Xxxx Xxxxxxxx
By: ______________________________ Address:
Name:______________________________ _______________________________________
Its: ______________________________ _______________________________________
_______________________________________
Address: Tel. No.: ___________________________
000 Xxxxxx Xxxxxx Fax. No.: ___________________________
Xxx Xxxxx, XX 00000-0000
Tel. No.: (000) 000-0000
Fax. No.: (000) 000-0000
"ESCROW AGENT":
XXXXXX & ASSOCIATES, P.C.
By: ____________________________
Name: ____________________________
Its: ____________________________
Address:
00 Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Tel. No.: (000) 000-0000
Fax. No.: (000) 000-0000
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