Exhibit 99.1
TERMINATION AGREEMENT
TERMINATION AGREEMENT, dated as of January 10, 2001 between Western
Multiplex Corporation, a Delaware corporation ("Western"), and Adaptive
Broadband Corporation, a Delaware corporation ("Adaptive").
WHEREAS, Adaptive, Western and WA Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Western ("Sub"), are parties to an
Agreement and Plan of Merger dated as of November 12, 2000 (the "Merger
Agreement");
WHEREAS Adaptive and Western have entered into reciprocal Stock Option
Agreements, each dated as of November 12, 2000 (collectively, the "Stock Option
Agreements");
WHEREAS, Adaptive and WMC Holding LLC, a Delaware limited liability
company, have entered into a Voting Agreement dated as of November 12, 2000;
WHEREAS, Western has incurred significant Expenses (as defined in the
Merger Agreement) in connection with entering into and pursuing the transactions
contemplated by the Merger Agreement;
WHEREAS, Section 7.1(a) of the Merger Agreement provides that the
Merger Agreement may be terminated at any time prior to the Effective Time (as
defined in the Merger Agreement) by mutual written consent of Western and
Adaptive;
WHEREAS, Western and Adaptive desire to terminate the Merger
Agreement, the Stock Option Agreements and the Voting Agreement effective
immediately;
NOW THEREFORE, in consideration of the premises and for other valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
hereby agree as follows:
SECTION 1. Pursuant to, and in accordance with the procedures set
forth in, Section 7.1(a) of the Merger Agreement, Adaptive and Western hereby
terminate the Merger Agreement and the Option Agreements effective immediately
with the effect set forth in Section 2 hereof.
SECTION 2. Subject to Adaptive's compliance with Section 3 below, the
Merger Agreement and the Stock Option Agreements shall be void and there shall
be no liability or obligation on the part of Adaptive or Western or their
respective officers or directors as a result of or relating to any provision of
the Merger Agreement or the Stock Option Agreements or any breach of, or the
execution or termination of, the Merger Agreement or the Stock Option
Agreements. Notwithstanding the foregoing, the second sentence of Section 5.2
and Sections 3.1(r), 3.2(u), 5.5 (except as set forth in Section 3 of this
Agreement), and Article VIII of the Merger Agreement shall be effective as a
binding agreement between Western and Adaptive from and after the date hereof as
if they were fully set forth in this place.
SECTION 3. Not later than the close of business on January 11, 2001,
Adaptive shall pay Western $3,000,000 (the "Reimbursement Payment") by wire
transfer of immediately available funds as reimbursement for Expenses actually
paid or incurred by Western that have been previously disclosed in writing by
Western to Adaptive. The parties hereby agree that the
Reimbursement Payment shall be in full satisfaction of any obligation of
Adaptive pursuant to Section 5.5(b) of the Merger Agreement and Adaptive and
Western shall have no further obligation to the other thereunder.
SECTION 4. This Termination Agreement may be executed in one or more
counterparts, each of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party.
SECTION 5. This Termination Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware applicable to
contracts executed and to be performed entirely within that State. Any dispute
under this Agreement shall be brought and determined in the Chancery or other
Courts of the State of Delaware.
IN WITNESS WHEREOF, Western and Adaptive have caused this Termination
Agreement to be signed by their respective officers thereunto duly authorized,
all as of the date first written above.
WESTERN MULTIPLEX CORPORATION
/s/ Xxxxxxxx Xxxxx
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Name: Xxxxxxxx Xxxxx
Title: CEO and Chairman
ADAPTIVE BROADBAND CORPORATION
/s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: President and CEO
